UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A (Amendment No. 1)

(Mark One)

For the quarterly period ended: September 30, 2003

or

For the transition period from to

Commission File Number: 1-12718

HEALTH NET, INC. (Exact name of registrant as specified in its charter)

(818) 676-6000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No �

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No �

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware 95-4288333(State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

21650 Oxnard Street, Woodland Hills, CA 91367(Address of principal executive offices) (Zip Code)

The number of shares outstanding of the registrant’s Class A Common Stock as of March 10, 2004 was 112,743,445 (excluding 20,873,729 shares held as treasury stock), and no shares of Class B Common Stock were outstanding as of such date.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 is being filed to present restated condensed consolidated financial statements as of September 30, 2003 and for the third quarters and nine months ended September 30, 2003 and 2002. A description of the adjustments that comprise the restatements is discussed in Note 2 of the Notes to Condensed Consolidated Financial Statements included in this report.

This report on Form 10-Q/A amends and restates Item 1, 2 and 4 of Part I and Item 6 of Part II of the original Form 10-Q, and no other information included in the original Form 10-Q is amended hereby. This report on Form 10-Q/A does not reflect the effect of any events subsequent to the filing of the original Form 10-Q, except for the aforementioned restatements.

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HEALTH NET, INC. INDEX TO FORM 10-Q/A

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Page

Part I—FINANCIAL INFORMATION

Item 1—Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 (restated) 4

Condensed Consolidated Statements of Operations for the Third Quarters Ended September 30, 2003 and 2002 (restated) 5

Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2003 and 2002 (restated) 6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 (restated) 7

Notes to Condensed Consolidated Financial Statements 8

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations 28

Item 4—Controls and Procedures 45

Part II—OTHER INFORMATION

Item 6—Exhibits and Reports on Form 8-K 46

Signatures 47

PART I. FINANCIAL INFORMATION Item 1. Financial Statements

HEALTH NET, INC. CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands) (Unaudited)

See accompanying notes to condensed consolidated financial statements.

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September 30, 2003

December 31, 2002

As RestatedSee Note 2

ASSETS

Current Assets:

Cash and cash equivalents $ 727,377 $ 832,793 Investments—available for sale 1,001,840 1,008,975 Premiums receivable, net 137,485 164,043 Amounts receivable under government contracts 135,570 77,969 Reinsurance and other receivables 127,562 108,147 Deferred taxes 89,367 62,930 Other assets 80,963 91,399

Total current assets 2,300,164 2,346,256 Property and equipment, net 198,848 199,218 Goodwill, net 762,066 762,066 Other intangible assets, net 20,524 22,339 Deferred taxes 21,289 12,216 Other noncurrent assets 148,067 118,656

Total Assets $ 3,450,958 $3,460,751

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Reserves for claims and other settlements $ 990,333 $1,025,269 Health care and other costs payable under government contracts 257,048 219,454 Unearned premiums 81,682 175,846 Accounts payable and other liabilities 435,176 282,844

Total current liabilities 1,764,239 1,703,413 Senior notes payable 398,928 398,821 Other noncurrent liabilities 65,893 58,101

Total Liabilities 2,229,060 2,160,335

Commitments and contingencies

Stockholders’ Equity:

Common stock and additional paid-in capital 770,514 730,626 Restricted common stock 5,885 1,913 Unearned compensation (4,507) (1,441)Treasury Class A common stock, at cost (517,064) (259,513)Retained earnings 962,427 817,746 Accumulated other comprehensive income 4,643 11,085

Total Stockholders’ Equity 1,221,898 1,300,416

Total Liabilities and Stockholders’ Equity $ 3,450,958 $3,460,751

HEALTH NET, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data) (Unaudited)

See accompanying notes to condensed consolidated financial statements.

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Third Quarter Ended September 30,

2003

2002

As RestatedSee Note 2

As Restated See Note 2

REVENUES

Health plan services premiums $2,300,807 $2,169,847Government contracts 482,276 377,439Net investment income 17,777 17,884Other income 15,863 8,890

Total revenues 2,816,723 2,574,060

EXPENSES

Health plan services 1,890,408 1,799,629Government contracts 464,295 366,873General and administrative 236,723 213,357Selling 62,562 50,343Depreciation 13,561 17,154Amortization 669 1,409Interest 9,763 9,837Asset impairment and restructuring charges — 12,167Loss on assets held for sale — 2,400

Total expenses 2,677,981 2,473,169

Income from continuing operations before income taxes 138,742 100,891Income tax provision 51,930 34,294

Income from continuing operations 86,812 66,597Discontinued operations: Loss on settlement from disposition, net of tax (89,050) — Net (loss) income $ (2,238) $ 66,597

Basic (loss) earnings per share:

Income from continuing operations $ 0.75 $ 0.53Loss on settlement from disposition of discontinued operations, net of tax (0.77) —

Net $ (0.02) $ 0.53

Diluted (loss) earnings per share: Income from continuing operations $ 0.74 $ 0.53Loss on settlement from disposition of discontinued operations, net of tax (0.76) —

Net $ (0.02) $ 0.53

Weighted average shares outstanding:

Basic 115,122 124,963Diluted 117,827 126,091

HEALTH NET, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data) (Unaudited)

Nine Months Ended September 30,

2003

2002

As Restated See Note 2

As Restated See Note 2

REVENUES

Health plan services premiums $6,798,002 $6,366,274 Government contracts 1,401,559 1,095,601 Net investment income 45,120 48,589 Other income 40,389 38,180

Total revenues 8,285,070 7,548,644

EXPENSES

Health plan services 5,640,564 5,320,285 Government contracts 1,341,361 1,063,179 General and administrative 680,717 634,549 Selling 174,498 144,042 Depreciation 43,025 45,764 Amortization 2,007 6,392 Interest 29,294 30,364 Asset impairment and restructuring charges — 12,167 Loss on assets held for sale and sale of businesses and properties — 5,000

Total expenses 7,911,466 7,261,742

Income from continuing operations before income taxes and cumulative effect of a change in accounting principle 373,604 286,902

Income tax provision 139,873 97,533

Income from continuing operations before cumulative effect of a change in accounting principle 233,731 189,369 Discontinued operations:

Loss on settlement from disposition, net of tax (89,050) —

Income before cumulative effect of a change in accounting principle 144,681 189,369 Cumulative effect of a change in accounting principle, net of tax — (8,941)

Net income $ 144,681 $ 180,428

Basic earnings per share:

Income from continuing operations $ 2.00 $ 1.52 Loss on settlement from disposition of discontinued operations, net of tax (0.76) — Cumulative effect of a change in accounting principle — (0.07)

Net $ 1.24 $ 1.45

Diluted earnings per share:

Income from continuing operations $ 1.96 $ 1.49 Loss on settlement from disposition of discontinued operations, net of tax (0.75) — Cumulative effect of a change in accounting principle — (0.07)

Net $ 1.21 $ 1.42

Weighted average shares outstanding: Basic 116,833 124,822

See accompanying notes to condensed consolidated financial statements.

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Diluted 119,036 126,683

HEALTH NET, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands) (Unaudited)

See accompanying notes to condensed consolidated financial statements.

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Nine Months Ended September 30,

2003

2002

As Restated See Note 2

As RestatedSee Note 2

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 144,681 $ 180,428 Adjustments to reconcile net income to net cash provided by operating activities:

Amortization and depreciation 45,032 52,156 Loss on assets held for sale and sale of businesses and properties — 5,000 Loss on settlement from disposition of discontinued operations 89,050 — Cumulative effect of a change in accounting principle — 8,941 Asset impairments — 10,647 Other changes 4,868 1,563 Changes in assets and liabilities:

Premiums receivable and unearned premiums (67,606) (62,750)Other assets 7,971 41,648 Amounts receivable/payable under government contracts (20,007) (37,142)Reserves for claims and other settlements (34,417) 13,119 Accounts payable and other liabilities 30,214 23,854

Net cash provided by operating activities 199,786 237,464

CASH FLOWS FROM INVESTING ACTIVITIES:

Sales of investments 262,733 240,291 Maturities of investments 450,301 269,170 Purchases of investments (717,354) (550,550)Purchases of property and equipment (42,480) (36,537)Cash disposed in sale of businesses, net of cash received — (5,474)Purchases of restricted investments and other (26,193) (11,578)

Net cash used in investing activities (72,993) (94,678)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options and employee stock purchases 29,532 44,046 Borrowings on credit facility — 50,000 Borrowings under term loan promissory note 5,680 — Repurchases of common stock (261,557) (74,176)Repayment of debt and other noncurrent liabilities (5,864) (245,214)

Net cash used in financing activities (232,209) (225,344)

Net decrease in cash and cash equivalents (105,416) (82,558)Cash and cash equivalents, beginning of year 832,793 907,729

Cash and cash equivalents, end of period $ 727,377 $ 825,171

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES:

Issuance of restricted stock to employees for services $ 4,661 $ 1,913 Securities reinvested from restricted available for sale investments to restricted cash 58,940 19,098

HEALTH NET, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) 1. BASIS OF PRESENTATION

Health Net, Inc. (referred to hereafter as the Company, we, us or our) prepared the condensed consolidated financial statements following the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted if they substantially duplicate the disclosures contained in the annual audited financial statements.

We are responsible for the accompanying unaudited condensed consolidated financial statements. These condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results in accordance with GAAP. In accordance with GAAP, we make certain estimates and assumptions that affect the reported amounts. Actual results could differ from estimates. As these are condensed financial statements, one should also read our 2002 consolidated financial statements and notes included in our Form 10-K/A for the year ended December 31, 2002 filed with the SEC in March 2004.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for the full year. 2. RESTATEMENT

On February 11, 2004, we announced that we would restate our consolidated financial statements for the first three quarters of 2003 and for the years ended December 31, 2002 and 2001. Subsequent to the issuance of the September 30, 2003 condensed consolidated financial statements, management determined that correction of accounting errors, associated primarily with the period of accounting recognition, with respect to certain general and administrative (G&A) expenses was required. Additional restatements to correct certain known errors were also recorded.

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The following table summarizes the various restatement adjustments and their impact on our net (loss) income and diluted (loss) earnings per share as previously reported for the third quarters and nine months ended September 30, 2003 and 2002. The restatement adjustments are discussed in greater detail in the paragraphs that follow the table.

Workers’ compensation expenses and liabilities. Changes to our workers’ compensation insurance coverage beginning on

January 1, 2000 resulted in our having partial coverage for certain potential claims with respect to which we had previously been fully insured. The restatement adjustments increasing (decreasing) pretax income by approximately $1.5 million and $(0.5) million for the third quarters ended September 30, 2003 and 2002, respectively, and $4.5 million and $(1.4) million for the nine months ended September 30, 2003 and 2002, respectively, were made to appropriately reflect accruals associated with the self-insured portion of workers’ compensation claims for those changes in our insurance coverage.

Rental expenses. The restatement adjustments decreasing pretax income by approximately $0.4 million and $1.2 million for the third quarters ended September 30, 2003 and 2002, respectively, and $1.2 million and $1.8 million for the nine months ended September 30, 2003 and 2002, respectively, were made to correctly reflect the accrual of rent on a straight-line basis under certain leases containing rent escalation clauses.

Consulting costs. The restatement adjustments increasing pretax income by approximately $0.2 million and $0.7 million for the third quarter and nine months ended September 30, 2002, respectively, reflect a correction to reverse the expensing during 2002 of consulting costs that had been incorrectly recorded as a prepaid expense during the fourth quarter of 2001.

Deferred compensation plan. The restatement adjustments (decreasing) increasing pretax income by approximately $(0.1) million and $0.3 million for the third quarters ended September 30, 2003 and 2002, respectively, and $(0.4) million and $0.6 million for the nine months ended September 30, 2003 and 2002, respectively, reflect (losses) earnings related to one of our deferred compensation plans which became effective May 1, 1998. We had previously not properly accounted for the benefits earned by participants on their compensation deferrals nor the investment income related to the trust assets for this deferred compensation plan. Additionally, these adjustments resulted in an increase to noncurrent assets of $0.4 million and an increase to other noncurrent liabilities of $0.2 million as of September 30, 2003.

Termination Benefits. The restatement adjustments decreasing pretax income by approximately $0.7 million and $0.9 million for the third quarter and nine months ended September 30, 2003, respectively, were made to correctly reflect the accrual of termination benefits related to our Health Net One consolidation project that we had not previously recorded.

Other pretax income adjustments:

Third Quarter Ended September 30,

Nine Months Ended September 30,

(Increases (decreases) in thousands)

2003

2002

2003

2002

Net (loss) income as previously reported $(2,416) $69,024 $140,348 $183,573 Restatement adjustments:

Workers’ compensation expenses and liabilities 1,500 (450) 4,500 (1,350)Rental expenses (432) (1,209) (1,172) (1,779)Consulting costs — 240 — 718 Deferred compensation plan (121) 265 (354) 607 Termination benefits (664) — (913) — Other — (2,522) 4,917 (2,939)

Total adjustments before income tax effect 283 (3,676) 6,978 (4,743)Income tax effect 105 (1,249) 2,645 (1,598)

Total adjustments 178 (2,427) 4,333 (3,145)

Net (loss) income as restated $(2,238) $66,597 $144,681 $180,428 Diluted (loss) earnings per share as previously reported $ (0.02) $ 0.55 $ 1.18 $ 1.45 Diluted (loss) earnings per share as restated $ (0.02) $ 0.53 $ 1.21 $ 1.42

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a) An adjustment decreasing pretax income for the nine months ended September 30, 2003 by approximately $3.3 million related to use by our employees in December 2002 of their accrued paid time off that was not appropriately recorded as a reduction of the related liability during the fourth quarter ended December 31, 2002;

b) A reduction in health plan premiums of approximately $2.8 million for the third quarter and nine months ended September 30, 2002 to reflect premium adjustments that should have been recorded during the third quarter ended September 30, 2002 upon communication to us by the U.S. Office of Personnel Management related to our participation in California’s federal employee health benefit program. This also resulted in a corresponding increase of approximately $2.8 million to health plan premiums for the nine months ended September 30, 2003;

c) Adjustment increasing pretax income by approximately $2.2 million for the nine months ended September 30, 2003 related to pharmacy rebates that we inadvertently recorded twice in government contracts costs during the fourth quarter of 2002;

d) The correction of a reconciling item of $1.9 million that increased pretax income for the nine months ended September 30, 2003 that should have been expensed in government contracts costs during 2001;

Deferred tax asset and liability reclassifications. We reclassified deferred tax asset and liability amounts, primarily related to

deferred compensation and executive benefit plan liabilities, to appropriately reflect their classification as current or noncurrent. This resulted in a decrease to current deferred tax assets of $22.9 million, an increase in noncurrent deferred tax assets of $19.3 million, and a decrease in noncurrent deferred tax liabilities of $3.6 million as of September 30, 2003.

Other liabilities reclassification. A reclassification of aged outstanding checks of $11 million decreasing reserves for claims and other settlements and increasing accounts payable and other liabilities as of September 30, 2003 was recorded.

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e) Various other adjustments had a net effect of increasing (decreasing) pretax income by $0.3 million for the third quarter ended September 30, 2002, and $1.3 million and $(0.1) million for the nine months ended September 30, 2003 and 2002, respectively.

The following tables summarize the effects of the various restatements on our condensed consolidated statements of operations as previously reported (amounts in thousands, except per share data):

The following table summarizes the effects of the various restatements on our condensed consolidated balance sheets as

previously reported (amounts in thousands):

Third Quarter Ended September 30,

2003

2002

As Previously Reported

As Restated

As Previously Reported

As Restated

Health plan services premiums $2,300,807 $2,300,807 $2,172,607 $2,169,847Net investment income 17,674 17,777 18,214 17,884Other income 15,863 15,863 9,390 8,890Total revenues 2,816,620 2,816,723 2,577,650 2,574,060General and administrative 236,903 236,723 212,446 213,357Selling 62,562 62,562 50,843 50,343Amortization 669 669 1,734 1,409Total expenses 2,678,161 2,677,981 2,473,083 2,473,169Income from continuing operations before income taxes 138,459 138,742 104,567 100,891Income tax provision 51,825 51,930 35,543 34,294Income from continuing operations 86,634 86,812 69,024 66,597Net (loss) income (2,416) (2,238) 69,024 66,597Basic earnings (loss) per share:

Income from continuing operations $ 0.75 $ 0.75 $ 0.55 $ 0.53Net $ (0.02) $ (0.02) $ 0.55 $ 0.53

Diluted earnings (loss) per share:

Income from continuing operations $ 0.74 $ 0.74 $ 0.55 $ 0.53Net $ (0.02) $ (0.02) $ 0.55 $ 0.53

Nine Months Ended September 30,

2003

2002

As Previously Reported

As Restated

As Previously Reported

As Restated

Health plan services premiums $6,795,242 $6,798,002 $6,369,034 $6,366,274Net investment income 44,753 45,120 49,104 48,589Other income 40,389 40,389 39,693 38,180Total revenues 8,281,943 8,285,070 7,553,432 7,548,644Government contracts 1,345,386 1,341,361 1,063,179 1,063,179General and administrative 681,043 680,717 632,106 634,549Selling 173,998 174,498 145,555 144,042Amortization 2,007 2,007 7,367 6,392Total expenses 7,915,317 7,911,466 7,261,787 7,261,742Income from continuing operations before income taxes and

cumulative effect of a change in accounting principle 366,626 373,604 291,645 286,902Income tax provision 137,228 139,873 99,131 97,533Income from continuing operations before cumulative effect of a

change in accounting principle 229,398 233,731 192,514 189,369Net income 140,348 144,681 183,573 180,428Basic earnings per share:

Income from continuing operations $ 1.96 $ 2.00 $ 1.54 $ 1.52Net $ 1.20 $ 1.24 $ 1.47 $ 1.45

Diluted earnings per share:

Income from continuing operations $ 1.93 $ 1.96 $ 1.52 $ 1.49Net $ 1.18 $ 1.21 $ 1.45 $ 1.42

September 30, 2003

As Previously

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Reported As RestatedDeferred taxes – current $ 111,652 $ 89,367Total current assets 2,322,449 2,300,164Deferred taxes – noncurrent — 21,289Other noncurrent assets 147,709 148,067Total Assets 3,451,596 3,450,958Reserves for claims and other settlements 1,001,364 990,333Accounts payable and other liabilities 422,150 435,176Total current liabilities 1,762,244 1,764,239Deferred taxes – noncurrent 3,610 — Other noncurrent liabilities 60,616 65,893Total Liabilities 2,225,398 2,229,060Retained earnings 966,727 962,427Total Stockholders’ Equity 1,226,198 1,221,898Total Liabilities and Stockholders’ Equity 3,451,596 3,450,958

3. SIGNIFICANT ACCOUNTING POLICIES Comprehensive (Loss) Income

Our comprehensive (loss) income is as follows (amounts in millions):

Earnings Per Share

Third Quarter Ended

September 30,

Nine Months Ended

September 30,

2003

2002

2003

2002

Net (loss) income $(2.2) $66.6 $144.7 $180.4Other comprehensive (loss) income, net of tax: Net change in unrealized appreciation on investments available for sale (4.8) 6.6 (6.4) 11.5 Comprehensive (loss) income $(7.0) $73.2 $138.3 $191.9

Basic earnings per share excludes dilution and reflects net income divided by the weighted average shares of common stock outstanding during the periods presented. Diluted earnings per share is based upon the weighted average shares of common stock and dilutive common stock equivalents (stock options and restricted stock) outstanding during the periods presented. Common stock equivalents arising from dilutive stock options are computed using the treasury stock method. There were 2,704,000 and 2,204,000 shares of dilutive common stock equivalents for the third quarter and nine months ended September 30, 2003, respectively, and 1,128,000 and 1,861,000 shares of dilutive common stock equivalents for the third quarter and nine months ended September 30, 2002, respectively. Included in the dilutive common stock equivalents for the third quarter and nine months ended September 30, 2003 are 243,000 and 198,000 shares of restricted common stock, respectively, and 48,000 and 31,000 shares of restricted common stock for the third quarter and nine months ended September 30, 2002, respectively.

Options to purchase an aggregate of 96,000 and 1,396,000 shares of common stock during the third quarter and nine months ended September 30, 2003, respectively, and 6,008,000 and 2,486,000 shares of common stock during the third quarter and nine months ended September 30, 2002, respectively, were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common stock for each respective period. These options expire through September 2013.

In April 2002, our Board of Directors authorized us to repurchase up to $250 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock. In August 2003, our Board of Directors authorized us to repurchase up to an additional $200 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock. As of September 30, 2003, we had repurchased an aggregate of 15,796,455 shares of our Class A Common Stock under our repurchase programs (see Note 7).

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Stock-Based Compensation

As permitted under Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), we have elected to continue accounting for stock-based compensation under the intrinsic value method prescribed in Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB Opinion No. 25). Under the intrinsic value method, compensation cost for stock options is measured at the date of grant as the excess, if any, of the quoted market price of our stock over the exercise price of the option. We apply APB Opinion No. 25 and related Interpretations in accounting for our plans. Accordingly, no compensation cost has been recognized for our stock option or employee stock purchase plans. Had compensation cost for our plans been determined based on the fair value at the grant dates of options and employee purchase rights consistent with the method of SFAS No. 123, our net income and earnings per share would have been reduced to the pro forma amounts indicated below (amounts in thousands, except per share data):

The weighted average fair value for options granted during the third quarter and nine months ended September 30, 2003 was

$8.60 and $8.02, respectively. The weighted average fair value for options granted during the third quarter and nine months ended September 30, 2002 was $8.32 and $9.07, respectively. The fair values were estimated using the Black-Scholes option-pricing model.

The weighted average assumptions used in the fair value calculation for the following periods were:

As fair value criteria were not applied to option grants and employee purchase rights prior to 1995, and additional awards in

future years are anticipated, the effects on net income and earnings per share in this pro forma disclosure may not be indicative of future amounts.

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Third Quarter Ended September 30,

Nine Months Ended September 30,

2003

2002

2003

2002

Net (loss) income, as reported $(2,238) $66,597 $144,681 $180,428 Add: Stock-based employee compensation expense included in reported net

income, net of related tax effects 482 90 998 167 Deduct: Total stock-based employee compensation expense determined under fair

value based method for all awards subject to SFAS No. 123, net of related tax effects (4,204) (3,201) (12,406) (11,319)

Net (loss) income, pro forma $(5,960) $63,486 $133,273 $169,276

Basic (loss) earnings per share:

As reported $ (0.02) $ 0.53 $ 1.24 $ 1.45 Pro forma $ (0.05) $ 0.51 $ 1.14 $ 1.36

Diluted (loss) earnings per share:

As reported $ (0.02) $ 0.53 $ 1.21 $ 1.42 Pro forma $ (0.05) $ 0.50 $ 1.12 $ 1.34

Third Quarter Ended

September 30,

Nine Months Ended

September 30,

2003

2002

2003

2002

Risk-free interest rate 2.57% 3.10% 2.64% 3.20%Expected option lives (in years) 3.6 3.4 3.9 3.7 Expected volatility for options 31.1% 47.2% 37.7% 47.2%Expected dividend yield None None None None

Goodwill and Other Intangible Assets

In July 2001, the Financial Accounting Standards Board (FASB) issued two new pronouncements: SFAS No. 141, “Business Combinations” (SFAS No. 141) and SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). SFAS No. 141 is effective as follows: (a) use of the pooling-of-interest method is prohibited for business combinations initiated after June 30, 2001; and (b) the provisions of SFAS No. 141 also apply to all business combinations accounted for by the purchase method that are completed after June 30, 2001 (that is, the date of the acquisition is July 2001 or later).

Effective January 1, 2002, we adopted SFAS No. 142 which, among other things, eliminates amortization of goodwill and other intangibles with indefinite lives. Intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually or more frequently if events or changes in circumstances indicate that we might not recover the carrying value of these assets.

We identified the following six reporting units within our businesses: Health Plans, Government Contracts, Behavioral Health, Dental/Vision, Subacute and Employer Services Group. In accordance with the transition requirements of SFAS No. 142, we completed an evaluation of goodwill at each of our reporting units upon adoption of this Standard. We also re-assessed the useful lives of our other intangible assets and determined that the estimated useful lives of these assets properly reflect the current estimated useful lives. We will have four reporting units within our businesses subsequent to the closing of the sales of our dental, vision and employer services group subsidiaries (see Note 5).

We performed our annual impairment test on our goodwill and other intangible assets as of June 30, 2003 at each of our reporting units and also re-evaluated the useful lives of our other intangible assets with the assistance of the same independent third-party professional services firm that assisted us in the impairment testing and measurement process in the prior year. No goodwill impairments were identified in any of our reporting units. We also determined that the estimated useful lives of our other intangible assets properly reflected the current estimated useful lives. We have evaluated the recoverability of the goodwill related to our Dental/Vision and Employer Services Group reporting units as of September 30, 2003 and December 31, 2002 and have determined that all remaining goodwill amounts associated with these reporting units are recoverable from the sales proceeds (see Note 5).

The changes in the carrying amount of goodwill by reporting unit are as follows (amounts in millions):

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HealthPlans

Behavioral Health

Dental/ Vision

Subacute

Employer Services Group

Total

Balance at December 31, 2001 $716.7 $ 3.5 $ 0.7 $ 5.9 $ 37.6 $764.4 Impairment losses

—

(3.5)

—

—

(5.4)

(8.9)

Reclassification from other intangible assets (a)

6.9

— —

—

— 6.9

Goodwill written off related to sale of business unit

—

—

—

—

(0.3)

(0.3)

Balance at December 31, 2002 $723.6 $ — $ 0.7 $ 5.9 $ 31.9 $762.1

Balance at September 30, 2003 $723.6 $ — $ 0.7 $ 5.9 $ 31.9 $762.1

(a) As part of adopting SFAS No. 142, we transferred $6.9 million of other intangible assets to goodwill since they did not meet the new criteria for recognition apart from goodwill. These other intangible assets were acquired through our previous purchase transactions.

The intangible assets that continue to be subject to amortization using the straight-line method over their estimated lives are as follows (amounts in millions):

Estimated annual pretax amortization expense for other intangible assets for each of the next five years ending December 31 is

as follows (amounts in millions):

Restricted Cash and Investments

Gross CarryingAmount

AccumulatedAmortization

NetBalance

AmortizationPeriod

(in years)

As of September 30, 2003:

Provider networks $ 35.7 $ (17.2) $ 18.5 14-40Employer groups 92.9 (90.9) 2.0 11-23

$ 128.6 $ (108.1) $ 20.5

As of December 31, 2002:

Provider networks $ 35.7 $ (15.9) $ 19.8 14-40Employer groups 92.9 (90.4) 2.5 11-23

$ 128.6 $ (106.3) $ 22.3

Year

Amount

2003 $ 2.62004 2.42005 2.42006 2.02007 1.6

We and our consolidated subsidiaries are required to set aside certain funds for restricted purposes pursuant to state regulatory requirements. We have discretion as to whether we invest such funds in cash and cash equivalents or other investments. As of September 30, 2003 and December 31, 2002, the restricted cash and cash equivalents balances totaled $43.2 million and $4.3 million, respectively, and are included in other noncurrent assets. Certain long-term debt investments totaled $1.3 million as of September 30, 2003 and December 31, 2002, and are included in other noncurrent assets. Short-term investments were $86.6 million and $109.1 million as of September 30, 2003 and December 31, 2002, respectively, and are included in investments available for sale. Recently Issued Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS No. 150). SFAS No. 150 addresses the issuer’s accounting for certain freestanding financial instruments. The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2003 and pre-existing instruments as of the beginning of the first interim period that commences after June 15, 2003. The adoption of SFAS No. 150 had no impact on our financial position or results of operations as the Company has no pre-existing instruments that are impacted by SFAS No. 150.

In May 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149). SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, except as stated as follows, and for hedging relationships designated after June 30, 2003. The guidance shall be applied prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003 shall continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, shall be applied to existing contracts as well as new contracts entered into after June 30, 2003. As of September 30, 2003, the adoption of SFAS No. 149 had no impact on our consolidated financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” FIN 46 requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity in which the equity investors do not have a controlling interest or the equity investment at risk is insufficient to finance the entity’s activities without receiving additional subordinated financial support from the other parties. The maximum exposure of any investment that may be determined to

be in a variable interest entity is limited to the amount invested. FIN 46 is effective for variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied in the first interim or annual period beginning after June 15, 2003. The Company believes the effect of the adoption of FIN 46 will not have any effect on its results of operations and financial position.

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (FIN No. 45). This interpretation elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain

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guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This interpretation’s initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year-end. See Note 5 for indemnification guarantee disclosure on pending and threatened litigation related to the sale of our Florida health plan completed on August 1, 2001. As of September 30, 2003, the adoption of FIN No. 45 had no impact on our consolidated financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS No. 146). SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (Issue 94-3). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity’s commitment to an exit plan. A fundamental conclusion reached by the FASB in SFAS No. 146 is that an entity’s commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. Therefore, SFAS No. 146 eliminates the definition and requirements for recognition of exit costs in Issue 94-3. SFAS No. 146 also establishes that fair value is the objective for initial measurement of any exit or disposal liability. The provisions of SFAS No. 146 are effective for exit or disposal activities that were initiated after December 31, 2002. As of September 30, 2003, the adoption of SFAS No. 146 had no impact on our consolidated financial position or results of operations.

Effective January 1, 2002, we adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144). SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,” and some provisions of APB Opinion No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” SFAS No. 144 sets new criteria for determining when an asset can be classified as held-for-sale as well as modifying the financial statement presentation requirements of operating losses from discontinued operations. The adoption of SFAS No. 144 had no material impact on our consolidated financial position or results of operations other than the classification of a legal settlement (see Note 9). 4. SEGMENT INFORMATION

During the fourth quarter ended December 31, 2002, changes we made in our organizational structure, in the interrelationships of our businesses and in internal reporting resulted in changes to our reportable segments. We currently operate within two reportable segments: Health Plan Services and Government Contracts. Our Health Plan Services reportable segment includes the operations of our health plans in the states of Arizona, California, Connecticut, New Jersey, New York, Oregon and Pennsylvania, the operations of our health and life insurance companies and our behavioral health, dental, vision and pharmaceutical services subsidiaries. Our Government Contracts reportable segment includes government-sponsored multi-year managed care plans through the TRICARE programs and other government contracts.

We evaluate performance and allocate resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 3 to the consolidated financial statements included in our Annual Report on Form 10-K/A for the year ended December 31, 2002, except that intersegment transactions are not eliminated.

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Our segment information is as follows (amounts in millions):

Beginning January 1, 2002, we implemented several initiatives to reduce our general and administrative (G&A) expenses. At

that time, we changed our methodology from allocating budgeted costs to allocating actual expenses incurred for corporate shared services to more properly reflect segment costs. Our chief operating decision maker now uses the segment pretax profit or loss subsequent to the allocation of actual shared services expenses as the measurement of segment performance. This measurement of segment performance includes net investment income. We changed our methodology of determining segment pretax profit or loss to better reflect management’s revised view of the relative costs incurred proportionally by our reportable segments. Certain 2002 balances have been reclassified to conform to our chief operating decision maker’s current view of segment pretax profit or loss.

A reconciliation of the total reportable segments’ measures of profit to the Company’s consolidated income from continuing operations before income taxes and cumulative effect of a change in accounting principle is as follows (amounts in millions):

Loss from other corporate entities and our employer services group subsidiary, which are not part of our Health Plan Services

and Government Contracts reportable segments, are excluded from our measurement of segment performance. Other corporate entities include our facilities, warehouse, reinsurance and surgery center subsidiaries.

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Health PlanServices

GovernmentContracts

Total

Third Quarter Ended September 30, 2003

Revenues from external sources $ 2,300.8 $ 482.3 $2,783.1Intersegment revenues 10.7 — 10.7Segment profit 131.4 18.2 149.6Third Quarter Ended September 30, 2002

Revenues from external sources $ 2,169.8 $ 377.4 $2,547.2Intersegment revenues 9.5 — 9.5Segment profit 121.7 10.2 131.9Nine Months Ended September 30, 2003 Revenues from external sources $ 6,798.0 $ 1,401.6 $8,199.6Intersegment revenues 31.8 — 31.8Segment profit 341.0 60.4 401.4Nine Months Ended September 30, 2002

Revenues from external sources $ 6,366.3 $ 1,095.6 $7,461.9Intersegment revenues 36.9 — 36.9Segment profit 298.5 31.3 329.8

Third Quarter Ended

September 30,

Nine Months Ended

September 30,

2003

2002

2003

2002

Total reportable segment profit $149.6 $131.9 $401.4 $329.8 Loss from corporate and other entities (10.9) (16.4) (27.8) (25.7)Asset impairment and restructuring charges — (12.2) — (12.2)Loss on assets held for sale and sale of businesses and properties — (2.4) — (5.0)

Income from continuing operations before income taxes and cumulative effect of a change in accounting principle as reported $138.7 $100.9 $373.6 $286.9

5. DIVESTITURES, TRANSACTIONS AND ASSETS HELD FOR SALE

The divestitures of our employer services group, dental, vision, Pennsylvania health plan and claims services subsidiaries during 2003 and 2002 are not presented as discontinued operations since they are collectively not material to the accompanying condensed consolidated financial statements as of and for the third quarter and nine months ended September 30, 2003 and 2002, respectively. Employer Services Group Subsidiary

On September 2, 2003, we entered into a definitive agreement to sell our workers’ compensation services subsidiary, Health Net Employer Services, Inc., along with its subsidiaries Health Net Plus Managed Care Services, Inc. and Health Net CompAmerica, Inc., collectively known as our employer services group subsidiary, to First Health Group Corp. (First Health). The agreement provides Health Net Employer Services customers with continued access to Health Net’s workers’ compensation provider network, and it provides us with access to First Health’s preferred provider organization network. We also entered into a non-compete agreement with First Health. The sale of our employer services group subsidiary closed on October 31, 2003. In connection with this sale, we received $79.5 million in cash.

Our employer services group subsidiary had $16.0 million and $40.6 million of total combined revenues for the third quarter and nine months ended September 30, 2003, respectively, and had $9.5 million and $36.3 million of total combined revenues for the third quarter and nine months ended September 30, 2002, respectively. Our employer services group subsidiary had $2.9 million and $2.8 million of income before income taxes for the third quarter and nine months ended September 30, 2003, respectively, and $0.7 million and $0.2 million of income before income taxes for the third quarter and nine months ended September 30, 2002, respectively. As of September 30, 2003, our employer services group subsidiary had a combined total of $55.8 million in net equity, which we expect to recover through the sales proceeds. Revenues from our employer services group subsidiary are included in other income in our accompanying condensed consolidated statements of operations. Dental and Vision Subsidiaries

On April 7, 2003, we announced the sale of our dental subsidiary to SafeGuard Health Enterprises, Inc. (SafeGuard). On June 30, 2003, we entered into definitive agreements with SafeGuard, under which SafeGuard will acquire our vision subsidiary and its California commercial membership. We will retain the Health Net Dental and Vision brands. In connection with the sale, we entered into a strategic relationship with SafeGuard under which we will offer Health Net branded (private labeled) dental HMO and dental PPO benefit products to our current and prospective members. The products will be underwritten and administered by SafeGuard Health Enterprises companies. We also entered into a similar strategic relationship with EyeMed Vision Care, LLC (EyeMed) focused on the expansion of market share and the delivery of competitive vision benefit products that will be sold in conjunction with our medical plans. The sales of our dental and vision subsidiaries closed on October 31, 2003. In connection with these sales, we received approximately $14.8 million in cash.

Our dental and vision subsidiaries had $14.3 million and $43.7 million of total combined revenues for the third quarter and nine months ended September 30, 2003, respectively, and had $13.7 million and $41.2 million of total combined revenues for the third quarter and nine months ended September 30, 2002, respectively. Our dental and vision subsidiaries had $1.5 million and $2.4 million of income before income taxes for the third quarter and nine months ended September 30, 2003, respectively, and $0.1 million and $(0.9) million of income (loss) before income taxes for the third quarter and nine months ended September 30, 2002, respectively. As of September 30, 2003, our dental and vision subsidiaries had a combined total of $11.1 million in net equity, which we expect to recover through the sales proceeds. Our dental and vision subsidiaries are reported as part of our Health Plan Services reportable segment. Hospital Subsidiaries

In 1999, we sold our two hospital subsidiaries to Health Plus, Inc. As part of the sale, we received cash and a note for $12 million due on August 31, 2003 including any unpaid interest. Prior to August 31, 2003, we had established an $8.2 million allowance on the note. On August 31, 2003, Health Plus defaulted on the note and we increased the allowance

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on the note by $3.4 million. The note is fully reserved as of September 30, 2003. We are in the process of trying to restructure the note and are making continued efforts to collect all outstanding principal and interest due on the note. We have recorded the additional $3.4 million allowance in G&A expenses in our accompanying condensed consolidated statements of operations for the third quarter and nine months ended September 30, 2003. Pennsylvania Health Plan

Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of Pennsylvania. Coverage for our members enrolled in the Federal Employee Health Benefit Plan (FEHBP) will continue until December 31, 2003 and we intend to maintain our network of providers in Pennsylvania to service our New Jersey members. Our Pennsylvania health plan had $14.5 million and $32.0 million of total revenues for the third quarters ended September 30, 2003 and 2002, respectively, and had $54.1 million and $104.2 million of total revenues for the nine months ended September 30, 2003 and 2002, respectively. Our Pennsylvania health plan had $(1.6) million and $(5.6) million of (loss) before taxes for the third quarters ended September 30, 2003 and 2002, respectively, and had $(5.5) million and $(7.5) million of (loss) before taxes for the nine months ended September 30, 2003 and 2002, respectively. As of September 30, 2003, our Pennsylvania health plan had $14.5 million in net equity, which we believe is recoverable. As of September 30, 2003, we had approximately 17,000 members enrolled in our commercial health plan in Pennsylvania. Our Pennsylvania health plan is reported as part of our Health Plan Services reportable segment. EOS Claims Services Subsidiary

Effective July 1, 2002, we sold our claims processing subsidiary, EOS Claims Services, Inc. (EOS Claims), to Tristar Insurance Group, Inc. (Tristar). In connection with the sale, we received $500,000 in cash and also entered into a Payor Services Agreement. Under the Payor Services Agreement, Tristar has agreed to exclusively use EOS Managed Care Services, Inc. for various managed care services provided to its customers and clients. We estimated and recorded a $2.6 million pretax loss on the sale of EOS Claims during the second quarter ended June 30, 2002.

EOS Claims, excluding the $2.6 million pretax loss on the sale, had total revenues of $7.2 million and income before income taxes of $0.1 million for the nine months ended September 30, 2002. As of the date of sale, EOS Claims had no net equity after dividends to its parent company and the goodwill impairment charge taken in the first quarter ended March 31, 2002. Florida Health Plan

Effective August 1, 2001, we sold our Florida health plan, known as Foundation Health, a Florida Health Plan, Inc. (the Plan), to Florida Health Plan Holdings II, L.L.C. In connection with the sale, we received $23 million in cash and approximately $26 million in a secured six-year note bearing 8% interest per annum for which we recorded a full reserve. We also sold the corporate facility building used by our Florida health plan to DGE Properties, LLC for $15 million, payable by a secured five-year note bearing 8% interest per annum.

Under the Stock Purchase Agreement that evidenced the sale (as amended, the SPA), we, through our subsidiary FH Assurance Company (FHAC), entered into a reinsurance agreement (the Reinsurance Agreement) with the Plan. Under the terms of the Reinsurance Agreement, FHAC will reimburse the Plan for certain medical and hospital expenses arising after the Florida health plan sale. The Reinsurance Agreement covers claims arising from all commercial and governmental health care contracts or other agreements in force as of July 31, 2001 and any renewals thereof up to 18 months after July 31, 2001. The Reinsurance Agreement provides that the Plan will be reimbursed for medical and hospital expenses relative to covered claims in excess of certain baseline medical loss ratios.

The maximum liability under the Reinsurance Agreement of $28 million was reported as part of loss on assets held for sale as of June 30, 2001, since this was our best estimate of our probable obligation under this arrangement. As the reinsured claims are submitted to FHAC, the liability is reduced by the amount of claims paid. As of September 30, 2003, we have paid out $24.8 million under this agreement.

The SPA included an indemnification obligation for all pending and threatened litigation as of the closing date and

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certain specific provider contract interpretation or settlement disputes. As of September 30, 2003, we have paid $5.7 million in settlements on certain indemnified items. At this time, we believe that the estimated liability related to the remaining indemnified obligations on any pending or threatened litigation and the specific provider contract disputes will not have a material impact on the financial condition, results of operations or liquidity of the Company.

The SPA provides for the following three true-up adjustments that could result in an adjustment to the loss on the sale of the Plan:

• A retrospective post-closing settlement of statutory equity based on subsequent adjustments to the closing balance sheet for the Plan.

• A settlement of unpaid provider claims as of the closing date based on claim payments occurring during a one-year period after the closing date.

The true-up process has not been finalized, and we do not have sufficient information regarding the true-up adjustments to

assess probability or estimate any adjustment to the recorded loss on the sale of the Plan as of September 30, 2003. Nurse Advice Line and Other Related Services Agreement

• A settlement of the reinsured claims in excess of certain baseline medical loss ratios. Final settlement is not scheduled to occur until the earlier part of 2004. The development of claims and claims related metrics and information provided by Florida Health Plan Holdings II, L.L.C. have not resulted in any revisions to the maximum $28 million liability we originally estimated.

On August 6, 2003, we entered into an amendment to modify an existing ten-year agreement for a nurse advice line and other related services, which we entered into in December 1998 with an external third-party service provider. The effective date of the amendment is April 1, 2003. The amendment changes the pricing schedule of this services agreement to a cost-per-call basis from the per member per month (PMPM) basis of the original agreement. The amendment also provides for the modification of the exclusivity provision under the original agreement. Under the terms of the amendment, exclusivity for the provision of nurse advice line and audio health information services is not granted to the external third-party service provider. Pharmacy Benefit Services Agreement

Effective April 1, 2003, we entered into an amendment to modify an existing ten-year pharmacy benefit services agreement that we had entered into in February 1999 with an external third-party service provider (the “Pharmacy Benefit Services Agreement”). The amendment provides for the termination of certain service and performance provisions of the Pharmacy Benefit Services Agreement and the modification of certain other service and performance provisions of the Pharmacy Benefit Services Agreement. In consideration for the agreements set forth in the amendment, we paid approximately $11.5 million in May 2003 (the Amendment Payment) to the external third-party service provider. As part of the original set of transactions with this external third-party service provider, in which we sold our non-affiliate health plan pharmacy benefit management operations, we were issued a warrant to acquire 800,000 shares of common stock (as adjusted for stock splits) of the external third-party service provider. The external third-party service provider also agreed under the amendment to honor the original terms and conditions of the warrant agreement entered into as part of the consideration for the sale of our non-affiliate pharmacy benefit management operations to them in February 1999. Of the 800,000 shares for which the warrant is exercisable, 640,000 were vested as of April 1, 2003. In April 2003, we exercised the vested portion of the warrants. Following a 30-day holding period, we sold the underlying common stock for a gain of approximately $11.5 million. We recorded the Amendment Payment as well as the gain realized on the sale of the underlying common stock in G&A expenses in May 2003. The remaining 160,000 shares are scheduled to vest on April 1, 2004. Under the amendment, we may terminate the Pharmacy Benefit Services Agreement on April 1, 2004, subject to certain termination provisions.

In April 2003, we paid $2.9 million to this external third-party service provider for amounts previously accrued under another provision of the Pharmacy Benefit Services Agreement.

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We also entered into a one-year consulting services agreement for $5 million with this external third-party service provider to provide us with consulting services on specialty pharmacy strategic planning, benefit design strategy and e-prescribing services. This consulting services agreement ends on March 31, 2004.

On September 2, 2003, we terminated the Pharmacy Benefit Services Agreement effective April 1, 2004. Concurrent with this termination, we entered into a new three-year agreement with this external third-party service provider for it to provide pharmacy claims processing services for all of our health plans beginning April 1, 2004. As a result of terminating the Pharmacy Benefit Services Agreement, on or about April 1, 2004, we shall pay a termination fee equal to the gain realized on the exercise and sale of the remaining 160,000 shares of common stock of the external third-party service provider scheduled to vest on April 1, 2004. We have estimated the termination fee at $5.8 million as of September 30, 2003, an amount equal to the fair value of the remaining 160,000 shares exercisable under the warrant agreement. We recorded the termination fee as well as the estimated fair value of the remaining shares exercisable under the warrant agreement in G&A expenses in September 2003. We may terminate the new pharmacy claims processing services agreement prior to April 1, 2007, subject to certain termination provisions which include a termination fee of $3.6 million. Assets Held for Sale

During the third quarter ended September 30, 2002, we entered into an agreement, subject to certain contingency provisions, to sell a corporate facility building in Trumbull, Connecticut. Accordingly, pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we recorded a pretax estimated loss of $2.4 million on assets held for sale consisting entirely of non-cash write-downs of building and building improvements. The carrying value of these assets after the write-downs was $7.9 million as of September 30, 2002. During the third quarter ended September 30, 2003, negotiations on the sale agreement were terminated. We continue to actively market this corporate facility building. This corporate facility building is not being used in our operations. 6. ASSET IMPAIRMENTS AND RESTRUCTURING CHARGES Asset Impairments

During the third quarter ended September 30, 2002, pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS No. 115), we evaluated the carrying value of our investments available for sale in CareScience, Inc. The common stock of CareScience, Inc. was consistently trading below $1.00 per share since early September 2002 and was at risk of being delisted. As a result, we determined that the decline in the fair value of CareScience’s common stock was other than temporary. The fair value of these investments was determined based on quotations available on a securities exchange registered with the SEC as of September 30, 2002. Accordingly, we recognized a pretax $3.6 million write-down in the carrying value of these investments which was classified as asset impairment and restructuring charges for the third quarter ended September 30, 2002. Subsequent to the write-down, our new cost basis in our investment in CareScience, Inc. was $2.6 million as of September 30, 2002. During the third quarter ended September 30, 2003, CareScience, Inc. agreed to be acquired by another company. As part of the tender offer, we sold our remaining investment in CareScience, Inc. and recognized a $3.0 million gain on the sale. This gain is included in net investment income in our accompanying condensed consolidated statements of operations for the third quarter and nine months ended September 30, 2003. Our holdings in CareScience, Inc. had been included in investments-available for sale on the accompanying condensed consolidated balance sheets.

Pursuant to SFAS No. 115 and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures,” we evaluated the carrying value of our investments in convertible preferred stock and subordinated notes of AmCareco, Inc. arising from a previous divestiture of health plans in Louisiana, Oklahoma and Texas in 1999. Since August 2002, authorities in these states have taken various actions, including license denials and liquidation-related processes, that have caused us to determine that the carrying value of these assets is no longer recoverable. Accordingly, we wrote off the total carrying value of our investment of $7.1 million which was included as a charge in asset impairment and restructuring charges for the third quarter ended September 30, 2002. Our investment in AmCareco had been included in other noncurrent assets on the accompanying condensed consolidated balance sheets.

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Restructuring Charges

As part of our ongoing G&A expense reduction efforts, during the third quarter of 2001, we finalized a formal plan (the 2001 Plan) to reduce operating and administrative expenses for all business units within the Company. In connection with the 2001 Plan, we decided on enterprise-wide staff reductions and consolidations of certain administrative, financial and technology functions. We recorded pretax restructuring charges of $79.7 million during the third quarter ended September 30, 2001 (the 2001 Charge). As of September 30, 2002, we had completed the 2001 Plan and recorded a modification of $1.5 million to reflect an increase in the severance and related benefits in connection with the 2001 Plan from the initial amount included in the 2001 Charge. 7. STOCK REPURCHASE PROGRAM

In April 2002, our Board of Directors authorized us to repurchase up to $250 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock under our stock repurchase program. In August 2003, our Board of Directors authorized us to repurchase up to an additional $200 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock under our stock repurchase program. Share repurchases are made under our stock repurchase program from time to time through open market purchases or through privately negotiated transactions. As of September 30, 2003, we had repurchased 15,796,455 shares of our Class A Common Stock under our stock repurchase programs for aggregate consideration of approximately $421 million (approximately 3.2 million and 9.1 million shares of common stock were repurchased during the third quarter and nine months ended September 30, 2003, respectively) before taking into account exercise proceeds and tax benefits from the exercise of employee stock options. During 2002, we received approximately $49 million in cash and $18 million in tax benefits as a result of option exercises. During the nine months ended September 30, 2003, we received approximately $29 million in cash and recognized $9 million in tax benefits as a result of option exercises. 8. LEGAL PROCEEDINGS SUPERIOR NATIONAL INSURANCE GROUP, INC.

We and our former wholly-owned subsidiary, Foundation Health Corporation (FHC), which merged into Health Net, Inc. in January 2001, were named in an adversary proceeding, Superior National Insurance Group, Inc. v. Foundation Health Corporation, Foundation Health Systems, Inc. and Milliman & Robertson, Inc. (M&R), filed on April 28, 2000, in the United States Bankruptcy Court for the Central District of California, case number SV00-14099GM. The lawsuit relates to the 1998 sale of Business Insurance Group, Inc. (BIG), a holding company of workers’ compensation insurance companies operating primarily in California, by FHC to Superior National Insurance Group, Inc. (Superior).

On March 3, 2000, the California Department of Insurance seized BIG and Superior’s other California insurance subsidiaries. On April 26, 2000, Superior filed for bankruptcy. Two days later, Superior filed its lawsuit against us, FHC and M&R. Superior alleged in the lawsuit that:

• the BIG transaction was a fraudulent transfer under federal and California bankruptcy laws in that Superior did not receive reasonably equivalent value for the $285 million in consideration paid for BIG;

22

• we, FHC and M&R defrauded Superior by making misstatements as to the adequacy of BIG’s reserves;

• Superior was entitled to rescind its purchase of BIG;

• Superior was entitled to indemnification for losses it allegedly incurred in connection with the BIG transaction;

• FHC breached the stock purchase agreement relating to the sale of BIG; and

Superior sought $300 million in compensatory damages, unspecified punitive damages and the costs of the action, including

attorneys’ fees and, during discovery, offered testimony as to various damages claims ranging as high as $408 million plus unspecified amounts of punitive damages.

On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc. v. Foundation Health Corporation, et. al. litigation. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million (see Note 10).

Following the announcement of the settlement, we were informed that Capital Z Financial Services Fund II, L.P. and certain related parties (referred to collectively as Cap Z) had filed suit against us in the Supreme Court of the State of New York, County of New York (case index number 03 603375), asserting claims arising out of the same BIG transaction that is covered by the settlement agreement with the SNTL Litigation Trust, notwithstanding that Cap Z previously had participated as a creditor in the Superior bankruptcy and is a beneficiary of the SNTL Litigation Trust. The Cap Z complaint alleges at least $250 million in damages and seeks unspecified punitive damages and the costs of the action, including attorneys’ fees. Cap Z has not yet served its complaint on us, however, Cap Z’s attorneys have advised us that we may be served imminently. We and the SNTL Litigation Trust are revising the settlement agreement. The revised agreement will, among other things, require the Trust to obtain bankruptcy court approval of the revised settlement agreement and provide for a reduction in the amount payable to the SNTL Litigation Trust.

In the event Cap Z decides to pursue its lawsuit against us, we intend to defend ourselves vigorously. Should Cap Z pursue its lawsuit, the final outcome cannot be determined at this time. Based on the information we have to date, we believe that the final outcome would not have a material adverse effect upon our financial condition, results of operations or liquidity; however, our belief regarding the likely outcome could change in the future and an unfavorable outcome could have a material adverse effect upon our financial condition, results of operations or liquidity. FPA MEDICAL MANAGEMENT, INC.

• we and FHC were guilty of California securities laws violations in connection with the sale of BIG.

Since May 1998, several complaints have been filed in federal and state courts seeking an unspecified amount of damages on behalf of an alleged class of persons who purchased shares of common stock, convertible subordinated debentures and options to purchase common stock of FPA Medical Management, Inc. (FPA) at various times between February 3, 1997 and May 15, 1998. The complaints name as defendants FPA, certain of FPA’s auditors, us and certain of our former officers, and were filed in the following courts: United States District Court for the Southern District of California; United States Bankruptcy Court for the District of Delaware; and California Superior Court in the County of San Diego. The complaints allege that we and such former officers violated federal and state securities laws by misrepresenting and failing to disclose certain information about a 1996 transaction between us and FPA, about FPA’s business and about our 1997 sale of FPA common stock held by us. All claims against our former officers were voluntarily dismissed from the consolidated class actions in both federal and state court. In early 2000, we filed a motion to dismiss all claims asserted against us in the consolidated federal class actions but have not formally responded to the other complaints. That motion has been withdrawn without prejudice and the cases have been settled without calling for any payment from us or our insurer. The United States District Court for the Southern District of California granted final approval to the settlement on October 14, 2003. Except as described below, all outstanding claims by FPA against the company have been resolved.

In July 1998, FPA and its corporate affiliates filed petitions in the United States Bankruptcy Court for the District of Delaware (Bankruptcy Court) seeking protection from their creditors under Title 11 of the U.S. Code. In 2000, we were served with an adversary complaint filed in the Bankruptcy Court by Joseph Pardo, Trustee of The FPA Creditor Trust established under FPA’s Chapter 11 Plan of Reorganization (Trustee) in connection with certain transactions between us and

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FPA entered into between 1996 and 1998. The adversary complaint was amended by the Trustee earlier this year and now alleges, among other things, (1) that certain of the transactions between us and FPA were actual or constructive fraudulent conveyances and therefore avoidable under the Bankruptcy Code; (2) that our affiliates received certain alleged preferential transfers in the period immediately prior to FPA’s bankruptcy filing that are now recoverable; (3) that our affiliates are obligated for certain contractual payments allegedly due to FPA affiliates during the period immediately prior to and following FPA’s bankruptcy filing; and (4) common law fraud. We intend to vigorously defend ourselves against the Trustee’s allegations, and believe that we have valid defenses to the claims asserted in the adversary complaint.

While the final outcome of these proceedings can not be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our financial condition, results of operations or liquidity. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our financial condition, results of operations or liquidity. IN RE MANAGED CARE LITIGATION

The Judicial Panel on Multidistrict Litigation (JPML) has transferred various class action lawsuits against managed care companies, including us, to the United States District Court for the Southern District of Florida for coordinated or consolidated pretrial proceedings in In re Managed Care Litigation, MDL 1334. This proceeding is divided into two tracks, the subscriber track, which includes actions brought on behalf of health plan members, and the provider track, which includes suits brought on behalf of health care providers. As described below, each of the subscriber track actions against Health Net-affiliated entities has been dismissed with prejudice, either pursuant to a settlement agreement or on the merits, and the subscriber track has been closed. Subscriber Track

The subscriber track included four actions involving us, three of which sought certification of nationwide class actions for unspecified damages and injunctive relief.

On September 26, 2002, the Court denied the motion for class certification in the lead action against us in the subscriber track. In the interest of avoiding the further expense and burden of continued litigation, we resolved all three actions which had sought nationwide class certification for immaterial amounts ($5,000 in the aggregate), and the actions have been dismissed with prejudice, with no admission of liability. As a result of these settlements, the Romero and Pay actions were dismissed with prejudice on March 28, 2003 and the Albert action was dismissed with prejudice on July 22, 2003, all with no admission of liability.

On September 19, 2003, the Court dismissed the fourth and final subscriber track action involving us, The State of Connecticut v. Physicians Health Services of Connecticut, Inc. (filed in the District of Connecticut on September 7, 2000), on grounds that the State of Connecticut lacks standing to bring the ERISA claims asserted in the complaint. That same day, the Court ordered that the subscriber track is closed “in light of the dismissal of all cases in the Subscriber Track.” Provider Track

The provider track includes the following actions involving us: Shane v. Humana, Inc., et al. (including Foundation Health Systems, Inc.) (filed in the Southern District of Florida on August 17, 2000 as an amendment to a suit filed in the Southern District of Mississippi), California Medical Association v. Blue Cross of California, Inc., PacifiCare Health Systems, Inc., PacifiCare Operations, Inc. and Foundation Health Systems, Inc. (filed in the Northern District of California in May 2000), Klay v. Prudential Ins. Co. of America, et al. (including Foundation Health Systems, Inc.) (filed in the Southern District of Florida on February 22, 2001 as an amendment to a case filed in the Northern District of California), Connecticut State Medical Society v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Lynch v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Sutter v. Health Net of the Northeast, Inc. (D. N.J.) (filed in New Jersey state court on April 26, 2002), Medical Society of New Jersey v. Health Net, Inc., et al., (D. N.J.) (filed in New Jersey state court on May 8, 2002), and Knecht v. Cigna, et al. (including Health Net, Inc.) (filed in the District of Oregon in May 2003).

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On March 2, 2001, the District Court for the Southern District of Florida issued an order in the lead provider action (Shane) granting the dismissal of certain claims with prejudice and the dismissal of certain other claims without prejudice, and denying the dismissal of certain claims.

On March 26, 2001, a consolidated amended complaint was filed in the lead provider action, which adds new plaintiffs, including Leonard Klay and the California Medical Association (who, as set forth below, had previously filed claims against the Company), and has, in addition to revising the pleadings of the original claims under the federal Racketeer Influenced and Corrupt Organizations Act (RICO), ERISA and various state laws, added a claim under the California Business and Professions Code. On May 1, 2001, we filed a motion to compel arbitration in Shane of the claims of all individual plaintiffs that allege to have treated persons insured by us. On that same date, we filed a motion to dismiss this action.

On September 26, 2002, the Court granted plaintiffs’ motion for class certification and granted plaintiffs’ request for leave to amend their complaint. The new complaint adds another managed care company as a defendant, adds the Florida Medical Society and the Louisiana Medical Society as plaintiffs, withdraws Dennis Breen as a named plaintiff, and adds claims under the New Jersey Consumer Fraud Act and the Connecticut Unfair Trade Practices Act against defendants other than Health Net. The court has also entered a scheduling order with a trial date set for June 2004. The action has also been referred for mediation. Discovery is ongoing in the case.

On November 20, 2002, the Eleventh Circuit granted the defendants’ petition for review of the district court’s certification decision. Oral argument on defendants’ appeal of the class certification decision took place before the Eleventh Circuit on September 11, 2003.

On August 21, 2003, the District Court ordered that “[a]ll Provider Track tag-along cases are hereby stayed until ten calendar days after the Court issues its omnibus opinions on the Main Track motions to compel arbitration and motions to dismiss. At such time, the Court will set briefing schedules for all tag-along motions to compel arbitration and motions to dismiss.” The Court heard oral argument on defendant’s motions to compel arbitration in the lead provider track action on August 14, 2003 and heard oral argument on defendant’s motions to dismiss in the lead provider track case on August 19, 2003. On September 15, 2003, the District Court entered an order in the lead action granting in part and denying in part the motions to compel arbitration. In this order, the Court ruled that certain claims must be arbitrated and that others may proceed in court. The defendants, including Health Net, are appealing portions of the Court’s order denying their motions to compel arbitration.

The CMA action alleges violations of RICO, certain federal regulations and the California Business and Professions Code and seeks declaratory and injunctive relief, as well as costs and attorneys’ fees. As set forth above, on March 26, 2001, the California Medical Association was named as an additional plaintiff in the consolidated amended complaint filed in the Shane action.

The Klay suit is a purported class action allegedly brought on behalf of individual physicians in California who provided health care services to members of the defendants’ health plans. The complaint alleges violations of RICO, ERISA, certain federal regulations, the California Business and Professions Code and certain state common law doctrines, and seeks declaratory and injunctive relief and damages. As set forth above, on March 26, 2001, Leonard Klay was named as an additional plaintiff in the consolidated amended complaint filed in the Shane action.

The CSMS case was originally brought in Connecticut state court against Physicians Health Services of Connecticut, Inc. (PHS-CT) alleging violations of the Connecticut Unfair Trade Practices Act. The complaint alleges that PHS-CT engaged in conduct that was designed to delay, deny, impede and reduce lawful reimbursement to physicians who rendered medically necessary health care services to PHS-CT health plan members. The complaint, which is similar to others filed against us and other managed care companies, seeks declaratory and injunctive relief. On March 13, 2001, the Company removed this action to federal court. Before this case was transferred to MDL 1334, the plaintiffs moved to remand the action to state court and the federal District Court of Connecticut consolidated this action and Lynch v. Physicians Health Services of Connecticut, Inc., along with similar actions against Aetna, CIGNA and Anthem, into one case entitled CSMS v. Aetna Health Plans of Southern New England, et al. PHS-CT has not yet responded to the complaint. In August 2003, the MDL 1334 Court denied without prejudice CSMS’s motion to remand.

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The Lynch case was also originally filed in Connecticut state court. This case was brought by J. Kevin Lynch, M.D. and Karen Laugel, M.D. purportedly on behalf of physician members of the Connecticut State Medical Society who provide health care services to PHS-CT health plan members pursuant to provider service contracts. The complaint alleges that PHS-CT engaged in improper, unfair and deceptive practices by denying, impeding and/or delaying lawful reimbursement to physicians. The complaint seeks declaratory and injunctive relief and damages. On March 13, 2001, we removed this action to federal court. Before this case was transferred to MDL 1334, the plaintiffs moved to remand the action to state court and the case was consolidated as described above. PHS-CT has not yet responded to the complaint. On July 24, 2003, PHS-CT moved to compel to arbitration the claims of plaintiffs Lynch and Laugel. In August 2003, the MDL 1334 Court denied without prejudice plaintiffs’ motion to remand.

On April 26, 2002, plaintiff John Ivan Sutter, M.D., P.A. filed an amended complaint in New Jersey state court joining Health Net of the Northeast, Inc. (Health Net of the Northeast), a subsidiary of ours, in an action originally brought against Horizon Blue Cross Blue Shield of New Jersey, Inc., CIGNA Healthcare of New Jersey, Inc. and CIGNA Corp (collectively known as CIGNA), United Healthcare of New Jersey, Inc. and United Healthcare Insurance Company and Oxford Health Plans, Inc. The complaint seeks certification of a statewide class of health care providers who render or have rendered services to patients who are members of health care plans sponsored by the defendants.

Plaintiff alleges that the defendants engage in unfair and deceptive acts and practices which are designed to delay, deny, impede and reduce compensation to physicians. The complaint seeks unspecified damages and sets forth various causes of action under New Jersey law. On May 22, 2002, the New Jersey state court severed the action into five separate cases. On May 24, 2002, Health Net of the Northeast removed the case against it to federal court. Plaintiff moved to remand, which motion was denied without prejudice. On July 18, 2002, the JPML transferred this action to MDL 1334 for coordinated or consolidated pretrial proceedings. On September 23, 2002, plaintiff filed in the MDL proceeding a motion to remand to state court. On July 24, 2003, the Health Net defendants moved to compel to arbitration the claims of plaintiff Sutter. In August 2003, the MDL 1334 Court denied plaintiff Sutter’s motion to remand.

On May 8, 2002, the Medical Society of New Jersey filed a complaint in New Jersey state court against us and our subsidiaries, Health Net of the Northeast, Inc., First Option Health Plan of New Jersey, Inc., and Health Net of New Jersey, Inc. (the Health Net defendants). Plaintiff brought this action on its own behalf and purportedly on behalf of its physician members and alleges that the Health Net defendants engage in practices which are designed to delay, deny, impede and reduce compensation to physicians. Plaintiff has requested declaratory and injunctive relief and has set forth causes of action for violation of public policy, violations of the New Jersey Consumer Fraud Act, violations of the Healthcare Information Networks and Technologies Act (the HINT Act) and tortious interference with prospective economic relations. On June 14, 2002, the Health Net defendants removed this case to federal court. On July 3, 2002, the Health Net defendants filed a motion to stay this action pending ruling by the JPML on whether to transfer this case to MDL 1334. On July 15, 2002, plaintiff filed a motion in the New Jersey District Court to remand this case to state court. On August 2, 2002, the JPML transferred this case to MDL 1334 for coordinated or consolidated pretrial proceedings. In August 2003, the MDL 1334 Court denied without prejudice CSMS’s motion to remand.

The Knecht case was originally brought in the United States District Court for the District of Oregon in May 2003 by five individual chiropractors, a chiropractic clinic, and a professional association of about 130 chiropractors in Arizona against us and several other managed care organizations. The plaintiffs have brought this action on their own behalf and putatively on behalf of a nationwide class of non-medical and non-osteopathic chiropractors. The Knecht plaintiffs allege that each defendant has engaged in a “common scheme” to deny, delay, and diminish the payments due to chiropractors. Plaintiffs contend that the defendants’ alleged practices constitute RICO and state prompt pay violations and give rise to common law claims, including breach of contract and constructive contract/unjust enrichment. Plaintiffs seek unspecified treble damages, declaratory and injunctive relief, and attorneys’ fees.

On October 17, 2003, a suit was filed in the United States District for the Southern District of Florida against us and several other managed care organizations by two individual podiatrists, three podiatric associations and a chiropractic association. The plaintiffs have brought this action on their own behalf and putatively on behalf of a nationwide class of similarly situated health care providers. The plaintiffs allege that each defendant has been engaged in a “common scheme” to deny, delay, and diminish payments due to health care providers. Plaintiffs contend that the defendants’ alleged practices constitute RICO, ERISA, and state prompt pay violations, and give rise to common law claims, including breach of contract and constructive contract/unjust enrichment. Plaintiffs seek unspecified treble damages, declaratory and injunctive relief and attorneys’ fees. While, as noted above, this case was recently filed in the Southern District of Florida, it has not yet been transferred to Judge Federico Moreno, the judge presiding over MDL 1334.

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We intend to defend ourselves vigorously in this litigation. While the final outcome of these proceedings cannot be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our financial condition, results of operations or liquidity. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our financial condition, results of operations or liquidity. MISCELLANEOUS PROCEEDINGS

We and certain of our subsidiaries are also parties to various other legal proceedings, many of which involve claims for coverage encountered in the ordinary course of our business. While the final outcome of these proceedings cannot be determined at this time, based on information presently available, we believe that the final outcome of such proceedings will not have a material adverse effect upon our financial condition, results of operations or liquidity. However, our belief regarding the likely outcome of such proceedings could change in the future and an unfavorable outcome could have a material adverse effect upon our financial condition, results of operations or liquidity. 9. TRICARE CONTRACTS

Substantially all of our Government Contracts revenues and expenses are derived from our existing TRICARE contracts.

On August 21, 2003, the DoD announced the award to us of a new TRICARE contract for the North Region, one of three regional contracts. The North Region contract supports nearly 2.8 million participants, including 1.7 million TRICARE eligible and 1.1 million non-CHAMPUS eligible beneficiaries. Although all three awards are being protested by losing bidders (including the Company, which filed protests for the award of the West and South regions), we are proceeding, at government direction, with the transition to the new contract.

We will end the delivery of health care under our existing Region 11 contract on May 31, 2004, our existing Region 9, 10 and 12 contract on June 30, 2004, and our existing Region 6 contract on October 31, 2004. Assuming the award protest for the North region is unsuccessful, health care delivery will begin on the new North contract on July 1, 2004 for the area that was previously Regions 2 and 5 and September 1, 2004 for the area that was previously Region 1. 10. SUBSEQUENT EVENT Workers’ Compensation Settlement Agreement

On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. As described in Note 8, this litigation arose as a result of our disposition of our workers’ compensation segment. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million. As further described in Note 8, the settlement agreement is being revised in order to address the lawsuit by Cap Z.

In December 1997, we revised our strategy of maintaining a presence in the workers’ compensation insurance business, adopted a formal plan to discontinue and sell our workers’ compensation segment and accounted for this disposition as discontinued operations. On December 10, 1998, we completed the sale of our workers’ compensation segment. We have accounted for the settlement with SNTL Litigation Trust as discontinued operations on our accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2003. We have reported the settlement agreement as an $89 million loss on disposition of discontinued operations, net of a tax benefit of approximately $48 million. We have accrued $137.0 million in accounts payable and other liabilities on our accompanying condensed consolidated balance sheet as of September 30, 2003 for the settlement with the SNTL Litigation Trust. We expect to pay amounts due under the settlement agreement in the fourth quarter of 2003. Any insurance recoveries of losses or costs incurred as a result of the settlement agreement shall be classified as discontinued operations consistent with the related losses during the period in which the realization of the recovery becomes probable and estimable.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Restatements

On February 11, 2004, we announced that we would restate our consolidated financial statements for the first three quarters of 2003 and for the years ended December 31, 2002 and 2001. The restatements reflect corrections of accounting errors, associated primarily with the period of accounting recognition, with respect to certain general and administrative (G&A) expenses. In addition, the restatements correct certain known errors that were previously not recorded because the amounts involved were not considered material to our consolidated financial statements.

The various restatement adjustments and their impact on our net income and diluted earnings per share are more fully described in Note 2 of the Notes to Condensed Consolidated Financial Statements (Unaudited) included elsewhere in this Form 10-Q/A. Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, all referenced amounts for all periods and comparisons reflect the balances and amounts on a restated basis. Overview

Health Net, Inc. (together with its subsidiaries, the Company, we, us or our) is an integrated managed care organization that administers the delivery of managed health care services. We are one of the nation’s largest publicly traded managed health care companies. Our health plans and government contracts subsidiaries provide health benefits through our health maintenance organizations (HMOs), preferred provider organizations (PPOs) and point of service (POS) plans to approximately 5.3 million individuals in 15 states through group, individual, Medicare, Medicaid and TRICARE (formerly known as the Civilian Health and Medical Program of the Uniformed Services (CHAMPUS)) programs. Our subsidiaries also offer managed health care products related to behavioral health, dental, vision and prescription drugs. We also offer managed health care product coordination for workers’ compensation insurance programs through our employer services group subsidiary. We also own health and life insurance companies licensed to sell PPO, POS and indemnity products, as well as auxiliary non-health products such as life and accidental death and disability insurance, in 35 states and the District of Columbia.

We currently operate within two reportable segments: Health Plan Services and Government Contracts. Our current Health Plan Services reportable segment includes the operations of our health plans in the states of Arizona, California, Connecticut, New Jersey, New York, Oregon and Pennsylvania, the operations of our health and life insurance companies and our behavioral health, dental, vision and pharmaceutical services subsidiaries. We have approximately 3.9 million at-risk and administrative services only (ASO) members in our Health Plan Services reportable segment. Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of Pennsylvania.

Our Government Contracts reportable segment includes government-sponsored managed care plans through the TRICARE programs and other government contracts. The Government Contracts reportable segment administers large, multi-year managed health care government contracts. Certain components of these contracts are subcontracted to unrelated third parties. The Company administers health care programs covering approximately 1.5 million eligible individuals under TRICARE. The Company has three TRICARE contracts that collectively cover Alaska, Arkansas, California, Hawaii, Oklahoma, Oregon, Washington and parts of Arizona, Idaho, Louisiana and Texas. On August 1, 2002, the Department of Defense (DoD) issued a Request for Proposal (RFP) for the rebid of the TRICARE contracts, which we submitted in January 2003. On August 21, 2003, the DoD awarded our government contracts subsidiary, Health Net Federal Services (HNFS), the TRICARE contract for the North region. At the same time, the DoD awarded the West and South regions to two other bidders. Since this time, two bidders for the North region have filed protests of the North region award. In reaction, HNFS filed formal protests of the award for the West and South regions on September 15, 2003. We intend to vigorously defend our award of the North region; however, we also intend to protect our interests in the West and the South until our contract in the North region is no longer subject to challenge. See “Recent and Other Developments” for further information about the new contract awarded.

Revenues from our employer services group operating segment are included in other income in our condensed consolidated statements of operations. See Note 5 to the condensed consolidated financial statements for a discussion on the sale of our employer services group subsidiary.

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Please refer to Note 4 to the condensed consolidated financial statements for a discussion of the changes to our reportable segments. We believe that our revised reportable segments presentation properly represents our chief operating decision maker’s view of our financial data. Cautionary Statements

This discussion and analysis and other portions of this Form 10-Q/A contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, that involve risks and uncertainties. All statements other than statements of historical information provided or incorporated by reference herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Cautionary Statements” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as amended, and the risks discussed in our other filings from time to time with the SEC.

We wish to caution readers that those factors, among others, could cause our actual financial or enrollment results to differ materially from those expressed in any projections, estimates or forward-looking statements relating to the Company. In addition, those factors should be considered in conjunction with any discussion of operations or results by us or our representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors or other communications by us. You should not place undue reliance on any forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date thereof. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that arise after the date of this report. Results of Operations Consolidated Operating Results

Our income from continuing operations for the third quarter ended September 30, 2003 was $86.8 million or $0.75 per basic share and $0.74 per diluted share, compared to income from continuing operations for the same period in 2002 of $66.6 million or $0.53 per basic and diluted share. Our income from continuing operations for the nine months ended September 30, 2003 was $233.7 million or $2.00 per basic share and $1.96 per diluted share, compared to income from continuing operations before cumulative effect of a change in accounting principle for the same period in 2002 of $189.4 million or $1.52 per basic share and $1.49 per diluted share. Our net loss for the third quarter ended September 30, 2003 was $(2.2) million, or $(0.02) per basic and diluted share, compared to net income for the same period in 2002 of $66.6 million, or $0.53 per basic and diluted share. Our net income for the nine months ended September 30, 2003 was $144.7 million, or $1.24 per basic share and $1.21 per diluted share, compared to net income for the same period in 2002 of $180.4 million, or $1.45 per basic share and $1.42 per diluted share. Included in our results for the three and nine months ended September 30, 2003 is an $89.1 million loss on settlement from disposition of discontinued operations, net of tax of $47.9 million, or $(0.77) per basic share and $(0.76) per diluted share for the three months ended September 30, 2003, as a result of our settlement agreement with SNTL Litigation Trust, successor-in-interest to Superior National Insurance Group, Inc. (Superior), to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. See Notes 8 and 10 to the condensed consolidated financial statements for further information regarding the settlement agreement with the SNTL Litigation Trust. Included in our results for the nine months ended September 30, 2002 is a cumulative effect of a change in accounting principle of $(8.9) million, or $(0.07) per basic and diluted share, as a result of adopting Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142).

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The table below and the discussion that follows summarize our financial performance for the third quarters and nine months ended September 30, 2003 and 2002.

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Third Quarter Ended September 30,

Nine Months Ended September 30,

2003

2002

2003

2002

(Amounts in thousands, except ratio and

per member per month data)

REVENUES

Health plan services premiums $2,300,807 $2,169,847 $6,798,002 $6,366,274 Government contracts 482,276 377,439 1,401,559 1,095,601 Net investment income 17,777 17,884 45,120 48,589 Other income 15,863 8,890 40,389 38,180

Total revenues 2,816,723 2,574,060 8,285,070 7,548,644

EXPENSES Health plan services 1,890,408 1,799,629 5,640,564 5,320,285 Government contracts 464,295 366,873 1,341,361 1,063,179 General and administrative 236,723 213,357 680,717 634,549 Selling 62,562 50,343 174,498 144,042 Depreciation 13,561 17,154 43,025 45,764 Amortization 669 1,409 2,007 6,392 Interest 9,763 9,837 29,294 30,364 Asset impairment and restructuring charges — 12,167 — 12,167 Loss on assets held for sale and sale of businesses and

properties — 2,400 — 5,000

Total expenses 2,677,981 2,473,169 7,911,466 7,261,742

Income from continuing operations before income taxes and cumulative effect of a change in accounting principle 138,742 100,891 373,604 286,902

Income tax provision 51,930 34,294 139,873 97,533

Income from continuing operations before cumulative effect of a change in accounting principle 86,812 66,597 233,731 189,369

Discontinued operations:

Loss on settlement from disposition, net of tax (89,050) — (89,050) —

Income before cumulative effect of a change in accounting principle (2,238) 66,597 144,681 189,369

Cumulative effect of a change in accounting principle, net of tax — — — (8,941)

Net (loss) income $ (2,238) $ 66,597 $ 144,681 $ 180,428

Health plan services medical care ratio (MCR) 82.2% 82.9% 83.0% 83.6%Government contracts cost ratio 96.3% 97.2% 95.7% 97.0%Administrative ratio(a) 10.8% 10.6% 10.6% 10.6%Selling costs ratio(b) 2.7% 2.3% 2.6% 2.3%Health plan services premiums per member per month (PMPM)(c) $ 203.35 $ 189.04 $ 201.28 $ 185.77 Health plan services PMPM(c) $ 167.08 $ 156.78 $ 167.04 $ 155.26

(a) The administrative ratio is computed as the sum of G&A and depreciation expenses divided by the sum of health plan services premium revenues and other income.

(b) The selling costs ratio is computed as selling expenses divided by health plan services premium revenues. (c) PMPM is calculated based on total medical at-risk member months and excludes ASO member months.

Enrollment Information

The table below summarizes our at-risk insured and ASO enrollment information as of September 30:

Government contracts covered approximately 1.5 million eligible individuals under the TRICARE program as of September 30,

2003 and 2002. Dependents of active-duty military personnel and retirees and their dependents are automatically eligible to receive benefits under the TRICARE program.

Commercial membership for our health plans, excluding our discontinued plan in Pennsylvania, decreased by 26,000 members or 0.9% as of September 30, 2003 compared to September 30, 2002. The decrease in the commercial membership is primarily due to exits from unprofitable large employer group accounts offset by increases in enrollment in key products and markets that we have been targeting in an effort to achieve a greater product and segment diversity. These changes have resulted in the following:

2003

2002

PercentChange

(Enrollees in Thousands)

Health Plan Services:

Commercial 2,723 2,749 (0.9)%Medicare Risk 171 182 (6.0)%Medicaid 856 862 (0.7)%

Continuing plans 3,750 3,793 (1.1)%Discontinued plan (Pennsylvania) 17 40 (57.5)%

Total Health Plan Services 3,767 3,833 (1.7)%ASO 88 72 22.2%

• Decrease in Connecticut of 48,000 members as a result of membership decreases in our large, small and individual group

HMO and POS markets due to our pricing discipline and in our small and individual group market due to aggressive pricing by one of our competitors,

• Net decrease in California of 29,000 members as a result of a 125,000 member decrease in our large group HMO market. The large group membership decline is primarily the result of the loss of the California Public Employees’ Retirement System (CalPERS) account effective January 1, 2003. The CalPERS account had more than 175,000 members. This loss is partially offset by an increase of 95,000 members in small and individual groups within our HMO, PPO and POS markets, offset by

• Increase in New York of 26,000 members primarily in our large group POS and HMO markets due to pricing resulting from our competitive cost structure, and

Effective September 30, 2003, we withdrew our commercial health plan from the commercial market in the Commonwealth of

Pennsylvania. Coverage for our members enrolled in the Federal Employee Health Benefit Plan (FEHBP) will continue until December 31, 2003 and we intend to maintain our network of providers in Pennsylvania to service our New Jersey members. As of September 30, 2003, we had approximately 17,000 members enrolled in our commercial health plan in Pennsylvania.

Membership in the federal Medicare program decreased by 11,000 members or 6.0% as of September 30, 2003 compared to the same period in 2002. The decrease in the federal Medicare program membership is primarily due to the following:

• Increase in Oregon of 24,000 members primarily due to the addition of two new accounts in our large group market during

the second quarter ended June 30, 2003 and increases in our small and individual group PPO markets.

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• Decrease in Arizona of 2,000 members due to changes in benefit levels,

• Decrease in California of 2,000 members due to planned exits of selected counties, and

Membership in the Medicaid programs decreased by approximately 6,000 members or 0.7% as of September 30, 2003,

compared to the same period in 2002, primarily due to a decrease in California of 4,000 members due to the State of California’s Medicaid membership eligibility determination efforts which began during the third quarter ended September 30, 2003. Health Plan Services Premiums

• Decrease in Pennsylvania of 3,000 members as our withdrawal from the Pennsylvania Medicare program was completed in

December 2002.

Health Plan Services premiums increased $131.0 million or 6.0% for the third quarter ended September 30, 2003 and $431.7 million or 6.8% for the nine months ended September 30, 2003 compared to the same periods in 2002. Total health plan services premiums on a PMPM basis increased to $203.35 or 7.6% for the third quarter ended September 30, 2003 and to $201.28 or 8.3% for the nine months ended September 30, 2003 from $189.04 and $185.77, respectively, compared to the same periods in 2002. These changes are primarily due to the following:

• Increase in commercial premiums of $140.0 million or 9.3% for the third quarter ended September 30, 2003 as compared to the same period in 2002 due to an 11.3% increase in premiums on a PMPM basis, partially offset by a decrease of 1.8% in member months. Commercial premiums increased by $434.1 million or 9.8% for the nine months ended September 30, 2003 compared to the same period in 2002 due to an increase of 13.0% in premiums on a PMPM basis, partially offset by a decrease of 2.8% in member months. The premium increases on a PMPM basis were in large and small groups and were observed across all states, with California and New Jersey having the largest increases ranging from 10% to 15%. The decreases in member months are primarily due to the loss of the CalPERS account in California and the loss of members in Connecticut and Pennsylvania,

• Decrease in Medicaid premiums of $3.9 million or 1.3% for the third quarter ended September 30, 2003 compared to the same period in 2002 driven by a decrease in premiums on a PMPM basis, while member months slightly declined. The premium decrease in California was partially offset by increases in Connecticut and New Jersey. Medicaid premiums increased by $47.3 million or 5.7% for the nine months ended September 30, 2003 compared to the same period in 2002 driven by an increase of 4.6% in member months combined with an increase of 1% in premiums on a PMPM basis. The premium increases were seen across most states primarily due to rate increases, and

Government Contracts Revenues

• Decrease in Medicare risk premiums of $6.6 million or 1.9% for the third quarter ended September 30, 2003 compared to the same period in 2002 primarily due to a decrease of 6.3% in member months, partially offset by an increase of 4.7% in premiums on a PMPM basis. Medicare risk premiums decreased by $45.9 million or 4.2% for the nine months ended September 30, 2003 compared to the same period in 2002 primarily due to a 9.1% decrease in member months, partially offset by an increase of 5.4% in premiums on a PMPM basis. The decreases in member months are the result of our exit from certain counties in California, Arizona and Connecticut and our withdrawal from the Pennsylvania Medicare program. The increase in Medicare risk premiums was seen across all states.

Government Contracts revenues increased by $104.8 million or 27.8% for the third quarter ended September 30, 2003 and $306.0 million or 27.9% for the nine months ended September 30, 2003 as compared to the same periods in 2002 primarily due to the following:

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• Increase in risk sharing revenue of $51.1 million and $142.4 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 from increased health care cost estimates resulting from the call-up of reservists in support of the nation’s heightened military activity and an increased number of enrollees seeking care in the private sector as many military health care professionals were deployed abroad,

• Increase in revenues of $53.7 million and $95.8 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 due to higher base contract pricing on new option periods,

• Decrease in revenues of $(5.6) million for the third quarter ended September 30, 2003 compared to the same period in 2002

and increase in revenues of $43.5 million for the nine months ended September 30, 2003 compared to the same period in 2002 from change order cost activities,

• Increase in revenues of $0 and $12.3 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 due to favorable bid price adjustments, and

On August 21, 2003, the DoD announced the award to us of a new TRICARE contract for the North Region, one of three

regional contracts. The North Region contract supports nearly 2.8 million participants, including 1.7 million TRICARE eligible and 1.1 million non-CHAMPUS eligible beneficiaries. Although all three awards are being protested by losing bidders (including the Company, which filed protests for the award of the West and South regions), we are proceeding, at government direction, with the transition to the new contract.

We will end the delivery of health care under our existing Region 11 contract on May 31, 2004, our existing Region 9, 10 and 12 contract on June 30, 2004, and our existing Region 6 contract on October 31, 2004. Assuming the award protest for the North region is unsuccessful, health care delivery will begin on the new North contract on July 1, 2004 for the area that was previously Regions 2 and 5 and September 1, 2004 for the area that was previously Region 1.

The transition out of the existing contracts and into the new contract, although having significant operational impacts, is not expected to have a material financial impact to the Company. Net Investment Income

• Increase in revenues of $2.5 million for the third quarter and nine months ended September 30, 2003, as compared to the

same periods in 2002 from transition services related to the new TRICARE contract for the North region.

Net investment income decreased by $0.1 million or 0.6% for the third quarter ended September 30, 2003 and $3.5 million or 7.1% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These declines are primarily a result of continued declines in interest rates in the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. The declines are partially offset by a $3.0 million gain on the sale of our investment in CareScience, Inc. During the third quarter ended September 30, 2003, CareScience, Inc. agreed to be acquired by another company. As part of the tender offer, we sold our remaining investment in CareScience, Inc. and recognized a $3.0 million gain on the sale during the third quarter ended September 30, 2003. Other Income

Other income is primarily comprised of revenues from our employer services group subsidiary. Other income increased by $7.0 million or 78.4% for the third quarter ended September 30, 2003 as compared to the same period in 2002 due to an increase in revenues from bill review and workers’ compensation processing services from the addition of two large accounts during the third quarter ended September 30, 2003. Other income increased by $2.2 million or 5.8% for the nine months ended September 30, 2003 as compared to the same period in 2002. This decrease is due to a reduction in revenues due to the sale of our claims processing subsidiary effective July 1, 2002, partially offset by higher revenues from bill review and workers’ compensation processing services.

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Health Plan Services Costs

Health plan services costs increased by $90.8 million or 5.0% for the third quarter ended September 30, 2003 and $320.3 million or 6.0% for the nine months ended September 30, 2003 as compared to the same periods in 2002. Total health plan services costs on a PMPM basis increased to $167.08 or 6.6% for the third quarter ended September 30, 2003 and to $167.04 or 7.6% for the nine months ended September 30, 2003 from $156.78 and $155.26 for the same periods in 2002, respectively. These changes are primarily due to the following:

• Increase in commercial health care costs of $103.1 million or 8.3% for the third quarter ended September 30, 2003 and $340.5 million or 9.3% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These increases are primarily due to increases of 10.3% and 12.4% in commercial health care costs on a PMPM basis for the third quarter and nine months ended September 30, 2003, respectively, and reflect increased unit cost trends in higher hospital and physician costs, partially offset by moderating trends in pharmacy costs as compared to same periods in 2002. The increases in our commercial health care costs are partially offset by decreases of 1.8% and 2.8% in member months for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002, and

• Increase in Medicaid health care costs of $0.3 million or 0.1% for the third quarter ended September 30, 2003 and $43.0 million or 6.3% for the nine months ended September 30, 2003 as compared to the same periods in 2002. The increase in physician costs were offset by decreases in hospital and pharmacy costs and a slight decrease in member months during the three months ended September 30, 2003 compared to the same period in 2002. The increase for the nine months ended September 30, 2003 is primarily due to a 4.6% increase in member months and an increase of 1.6% in health care costs on a PMPM basis, as compared to the same period in 2002 as a result of several hospitals and a pharmacy provider in California converting from capitated contracts to fee-for-service in 2003, offset by

Health Plan Services MCR decreased to 82.2% for the third quarter ended September 30, 2003 and 83.0% for the nine months

ended September 30, 2003 as compared to 82.9% and 83.6% for the same periods in 2002, respectively. These decreases are primarily due to a continued focus on pricing discipline combined with pricing increases above the health care cost trend for our commercial and Medicare Risk products. In addition, we noted that the health care cost trends in our commercial, Medicare and Medicaid lines have slowed consistent with the seasonal trends of the past several years and with moderating trends in hospital and pharmacy costs. The increases in our overall Health Plan Services premiums on a PMPM basis of 7.6% and 8.3% for the third quarter and nine months ended September 30, 2003 as compared to the same periods in 2002 outpaced the increases in our overall health care costs on a PMPM basis of 6.6% and 7.6% for the third quarter and nine months ended September 30, 2003 as compared to the same periods in 2002.

As our estimates for health care costs are based on actuarially developed estimates, incurred claims related to prior years may differ from previously estimated amounts. Cumulative prior period incurred amounts expensed during the nine months ended September 30, 2003 were less than 0.1% of the most recent 12 months incurred costs.

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• Decrease in Medicare risk health care costs of $12.4 million or 3.8% for the third quarter ended September 30, 2003 and $63.1 million or 6.4% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These decreases are primarily due to decreases of 6.3% and 9.1% in member months for the third quarter and nine months ended September 30, 2003, respectively, partially offset by increases of 2.7% and 3.1% in Medicare health care costs on a PMPM basis for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002. The decrease in member months is the result of our exit from certain counties in California, Arizona and Connecticut and our withdrawal from the Pennsylvania Medicare program. The increases in health care costs on a PMPM basis are primarily in California and Arizona which experienced higher physician capitation rates and increased inpatient and outpatient utilization.

Government Contracts Costs

Government Contracts costs increased by $97.4 million or 26.6% for the third quarter ended September 30, 2003 and $278.2 million or 26.2% for the nine months ended September 30, 2003 compared to the same periods in 2002, primarily due to the following:

• Increases in health care cost estimates of $113.9 million and $251.9 million for the third quarter and nine months ended September 30, 2003, respectively, as compared to the same periods in 2002 resulting from the call-up of reservists in support of the nation’s heightened military activity and an increased number of enrollees seeking care in the private sector as many military health care professionals were deployed abroad,

• Decrease of $(13.3) million for the third quarter ended September 30, 2003 compared to the same period in 2002 and

increase of $33.4 million for the nine months ended September 30, 2003 compared to the same period in 2002 due to administrative and health care change order cost activities, and

• Increase in transition costs of $1.5 million for the third quarter and nine months ended September 30, 2003, as compared to

the same periods in 2002 from transition activities related to the new TRICARE contract for the North region, partially offset by

Government Contracts cost ratio decreased to 96.3% and 95.7% for the third quarter and nine months ended September 30,

2003, respectively, as compared to 97.2% and 97.0% for the same periods in 2002. The improvements are primarily due to higher pricing on new option periods and favorable bid price adjustments. G&A Costs

• Decrease in administrative costs of $0 and $7.5 million for the third quarter and nine months ended September 30, 2003,

respectively, as compared to the same periods in 2002 attributed to cost reduction efforts.

G&A costs increased by $23.4 million or 11.0% for the third quarter ended September 30, 2003 and $46.2 million or 7.3% for the nine months ended September 30, 2003 as compared to the same periods in 2002. The administrative expense ratio increased to 10.8% for the third quarter ended September 30, 2003 as compared to 10.6% for the same period in 2002. These increases reflect continued investment in our operations and systems consolidation projects. In addition, we recorded an additional allowance of $3.4 million on a note received from the divestiture of two hospitals in 1999. The note went into default on August 31, 2003 and is fully reserved as of September 30, 2003. We are in the process of trying to restructure the note and are making continued efforts to collect all outstanding principal and interest due on the note. See Note 5 to the condensed consolidated financial statements. The administrative expense ratio remained the same at 10.6% for the nine months ended September 30, 2003 as compared to the same period in 2002. The increase of 7.3% in G&A costs outpaced the increase in health plan services premium revenues of 6.8% for the nine months ended September 30, 2003. Selling Costs

Selling costs consist of broker commissions paid to brokers and agents and sales incentives paid to our sales associates. During the fourth quarter ended December 31, 2002, we separated selling costs from G&A expenses to better reflect the shift in our commercial health plan mix from large group to small group, which generally has higher selling costs. The selling costs ratio increased to 2.7% and 2.6% for the third quarter and nine months ended September 30, 2003, respectively, compared to 2.3% for the same periods in 2002. These increases reflect the continued shift of our commercial health plan mix to small group with its higher selling costs. Amortization and Depreciation

Amortization and depreciation expense decreased by $4.3 million or 23.3% for the third quarter ended September 30, 2003 and $7.1 million or 13.7% for the nine months ended September 30, 2003 as compared to the same periods in 2002. These decreases are primarily due to the following:

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• Decrease in amortization expense of $0.7 million and $4.4 million for the third quarter and nine months ended September

30, 2003, respectively, as compared to the same periods in 2002 due to certain intangible assets reaching the end of their useful lives and thus becoming fully amortized,

• Decrease in depreciation expense of $2.8 million and $8.6 million for the third quarter and nine months ended September

30, 2003, respectively, as compared to the same periods in 2002 from the assets impaired during the fourth quarter ended December 31, 2002 as a result of our systems consolidation project,

• Decrease in depreciation expense of $2.0 million for the third quarter and nine months ended September 30, 2003 due to accelerated depreciation of certain assets based on revised useful lives in the third quarter ended September 30, 2002,

• Decrease in depreciation expense of $0.4 million for the third quarter ended September 30, 2003 and an increase in

depreciation expense of $1.9 million for the nine months ended September 30, 2003 as compared to the same periods in 2002 due to asset retirements, net of additional investments in IT assets, and

Interest Expense

• Increase of $1.6 million and $6.0 million for the third quarter and nine months ended September 30, 2003, respectively, as

compared to the same periods in 2002 from the accelerated depreciation of certain capitalized software as a result of our systems consolidation project.

Interest expense decreased by $0.1 million or 0.8% for the third quarter ended September 30, 2003 and $1.1 million or 3.5% for the nine months ended September 30, 2003 as compared to the same periods in 2002. During the third quarter ended September 30, 2002, we repaid the entire outstanding revolving credit facility balance of $120 million. This repayment has resulted in the decreases in our interest expense for the third quarter and nine months ended September 30, 2003 as compared to the same periods in 2002. Asset Impairments

During the third quarter ended September 30, 2002, pursuant to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS No. 115), we evaluated the carrying value of our investments available for sale in CareScience, Inc. The common stock of CareScience, Inc. was consistently trading below $1.00 per share since early September 2002 and was at risk of being delisted. As a result, we determined that the decline in the fair value of CareScience’s common stock was other than temporary. The fair value of these investments was determined based on quotations available on a securities exchange registered with the SEC as of September 30, 2002. Accordingly, we recognized a pretax $3.6 million write-down in the carrying value of these investments which was classified as asset impairment and restructuring charges for the third quarter ended September 30, 2002. Subsequent to the write-down, our new cost basis in our investment in CareScience, Inc. was $2.6 million as of September 30, 2002. During the third quarter ended September 30, 2003, CareScience, Inc. agreed to be acquired by another company. As part of the tender offer, we sold our remaining investment in CareScience, Inc. and recognized a $3.0 million gain on the sale. This gain is included in net investment income in our condensed consolidated statements of operations. Our holdings in CareScience, Inc. had been included in investments-available for sale on the accompanying condensed consolidated balance sheets.

Pursuant to SFAS No. 115 and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan—Income Recognition and Disclosures,” we evaluated the carrying value of our investments in convertible preferred stock and subordinated notes of AmCareco, Inc. arising from a previous divestiture of health plans in Louisiana, Oklahoma and Texas in 1999. Since August 2002, authorities in these states have taken various actions, including license denials and liquidation-related processes, that have caused us to determine that the carrying value of these assets is no longer recoverable. Accordingly, we wrote off the total carrying value of our investment of $7.1 million which was included as a charge in asset impairment and restructuring charges for the third quarter ended September 30, 2002. Our investment in AmCareco had been included in other noncurrent assets on the accompanying condensed consolidated balance sheets.

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Restructuring Charges

As part of our ongoing G&A expense reduction efforts, during the third quarter of 2001, we finalized a formal plan (the 2001 Plan) to reduce operating and administrative expenses for all business units within the Company. In connection with the 2001 Plan, we decided on enterprise-wide staff reductions and consolidations of certain administrative, financial and technology functions. We recorded pretax restructuring charges of $79.7 million during the third quarter ended September 30, 2001 (the 2001 Charge). As of September 30, 2002, we had completed the 2001 Plan and recorded a modification of $1.5 million to reflect an increase in the severance and related benefits in connection with the 2001 Plan from the initial amount included in the 2001 Charge. Loss on Assets Held for Sale

During the third quarter ended September 30, 2002, we entered into an agreement, subject to certain contingency provisions, to sell a corporate facility building in Trumbull, Connecticut. Accordingly, pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we recorded a pretax $2.4 million estimated loss on assets held for sale consisting entirely of non-cash write-downs of building and building improvements. The carrying value of these assets after the write-downs was $7.9 million as of September 30, 2002. During the third quarter ended September 30, 2003, negotiations on the sale agreement were terminated. We continue to actively market this corporate facility building. This corporate facility building is not being used in our operations.

Effective July 1, 2002, we sold our claims processing subsidiary, EOS Claims Services, Inc. (EOS Claims), to Tristar Insurance Group, Inc. (Tristar). In connection with the sale, we received $500,000 in cash, and also entered into a Payor Services Agreement. Under the Payor Services Agreement, Tristar has agreed to exclusively use EOS Managed Care Services, Inc. for various managed care services provided to its customers and clients. We estimated and recorded a $2.6 million pretax loss on the sale of EOS Claims during the second quarter ended June 30, 2002.

EOS Claims, excluding the $2.6 million pretax loss on sale, had total revenues of $7.2 million for the nine months ended September 30, 2002, and income before income taxes and cumulative effect of a change in accounting principle of $0.1 million for the nine months ended September 30, 2002. Income Tax Provision

The effective income tax rate was 37.4% for the third quarter and nine months ended September 30, 2003, compared with 34.0% for the same periods in 2002. The increases in the effective tax rates are primarily due to the reduction in the tax benefit associated with tax return examination settlements in the current year compared to prior year which was partially offset by a tax law change in New York which changed the treatment of certain tax payments to premium taxes (included in G&A for the third quarter and nine months ended September 30, 2003) from income tax expense.

The effective tax rates differed from the statutory federal tax rate of 35.0% due primarily to state income taxes offset by tax return examination settlements. Loss on Settlement from Disposition of Discontinued Operations

On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. As described in Note 8 to the condensed consolidated financial statements, this litigation arose as a result of our disposition of our workers’ compensation segment. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million. As further described in Note 8 to the condensed consolidated financial statements and “Recent and Other Developments—Workers’ Compensation Settlement Agreement,” the settlement agreement is being revised in order to address the lawsuit by Cap Z.

In December 1997, we revised our strategy of maintaining a presence in the workers’ compensation insurance business, adopted a formal plan to discontinue and sell our workers’ compensation segment and accounted for this disposition as discontinued operations. On December 10, 1998, we completed the sale of our workers compensation segment. We have accounted for the settlement with SNTL Litigation Trust as discontinued operations on our condensed consolidated statements of operations for the three and nine months ended September 30, 2003. We have reported the

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settlement agreement as an $89 million loss on disposition of discontinued operations, net of a tax benefit of approximately $48 million. We have accrued $137.0 million in accounts payable and other liabilities on our condensed consolidated balance sheet as of September 30, 2003 for the settlement with the SNTL Litigation Trust. We expect to pay amounts due under the settlement agreement in the fourth quarter of 2003. We expect to fund the payment from proceeds from the sales of our dental, vision and employer services group subsidiaries and cash from operations. Any insurance recoveries of losses or costs incurred as a result of the settlement agreement shall be classified as discontinued operations consistent with the related losses during the period in which the realization of the recovery becomes probable and estimable. Cumulative Effect of a Change in Accounting Principle

Effective January 1, 2002, we adopted SFAS No. 142 which, among other things, eliminates amortization of goodwill and other intangibles with indefinite lives. Intangible assets, including goodwill, that are not subject to amortization will be tested for impairment annually or more frequently if events or changes in circumstances indicate that we might not recover the carrying value of these assets.

We identified the following six reporting units within our businesses: Health Plans, Government Contracts, Behavioral Health, Dental/Vision, Subacute and Employer Services Group. In accordance with the transition requirements of SFAS No. 142, we completed an evaluation of goodwill at each of our reporting units upon adoption of this Standard. We used an independent third-party professional services firm with knowledge and experience in performing fair value measurements to assist us in the impairment testing and measurement process. As a result of these impairment tests, we identified goodwill impairment at our behavioral health subsidiary and at our employer services group subsidiary in the amounts of $3.5 million and $5.4 million, respectively. Accordingly, we recorded an impairment charge of goodwill of $8.9 million, net of tax benefit of $0, which has been reflected as a cumulative effect of a change in accounting principle in the consolidated statement of operations for the first quarter ended March 31, 2002.

We performed our annual impairment test on our goodwill and other intangible assets as of June 30, 2003 at each of our reporting units and also re-evaluated the useful lives of our other intangible assets with the assistance of the same independent third-party professional services firm that assisted us in the impairment testing and measurement process in the prior year. No goodwill impairments were identified in any of our reporting units. We also determined that the estimated useful lives of our other intangible assets properly reflected the current estimated useful lives. See Note 3 to the condensed consolidated financial statements. IMPACT OF INFLATION AND OTHER ELEMENTS

The managed health care industry is labor intensive and its profit margin is low. As a result, it is especially sensitive to inflation. Increases in medical expenses or contracted medical rates without corresponding increases in premiums could have a material adverse effect on the Company.

Various federal and state legislative initiatives regarding the health care industry continue to be proposed during legislative sessions. If further health care reform or similar legislation is enacted, such legislation could impact the Company. Management cannot at this time predict whether any such initiative will be enacted and, if enacted, the impact it would have on the financial condition or results of operations of the Company.

The Company’s ability to expand its business is dependent, in part, on competitive premium pricing and its ability to secure cost-effective contracts with providers. Achieving these objectives is becoming increasingly difficult due to the competitive environment. In addition, the Company’s profitability is dependent, in part, on its ability to maintain effective control over health care costs while providing members with quality care. Factors such as health care reform, regulatory changes, increased cost of medical services, mandated benefits, utilization, new technologies and drugs, hospital costs, major epidemics and numerous other external influences may affect the Company’s operating results. Accordingly, past financial performance is not necessarily a reliable indicator of future performance, and investors should not use historical records to anticipate results or future period trends.

The Company’s HMO and insurance subsidiaries are required to maintain reserves to cover their estimated ultimate liability for expenses with respect to reported and unreported claims incurred. These reserves are estimates of future costs based on various assumptions. Establishment of appropriate reserves is an inherently uncertain process, and there can be no

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certainty that currently established reserves will prove adequate in light of subsequent actual experience, which in the past has resulted, and in the future could result, in loss reserves being too high or too low. The accuracy of these estimates may be affected by external forces such as changes in the rate of inflation, the regulatory environment, the judicious administration of claims, medical costs and other factors. Future loss development or governmental regulators could require reserves for prior periods to be increased, which would adversely impact earnings in the periods in which such additional reserves are accrued. In light of present facts and current legal interpretations, management believes that adequate provisions have been made for claims and loss reserves.

We contract with physician providers in California and Connecticut primarily through capitation fee arrangements for our HMO products. We also use capitation fee arrangements in areas other than California and Connecticut to a lesser extent. Under a capitation fee arrangement, we pay the provider a fixed amount per member on a regular basis and the provider accepts the risk of the frequency and cost of member utilization of services. The inability of providers to properly manage costs under capitation arrangements can result in financial instability of such providers. Any financial instability of capitated providers could lead to claims for unpaid health care against us, even if we have made our regular payments to the capitated providers. Depending on state law, we may or may not be liable for such claims. The California agency that until July 1, 1999 acted as regulator of HMOs, had issued a written statement to the effect that HMOs are not liable for such claims. In addition, recent court decisions have narrowed the scope of such liability in a manner generally favorable to HMOs. However, ongoing litigation on the subject continues among providers and HMOs, including the Company’s California HMO subsidiary.

In 2001, the United States Senate and House of Representatives passed separate bills, sometimes referred to as “patients’ rights” or “patients’ bill of rights” legislation, that sought, among other things, to hold health plans liable for claims regarding health care delivery and improper denial of care. This legislation would have removed or limited federal preemption under the Employee Retirement Income Security Act of 1974 (ERISA) that currently precludes most individuals from suing health plans for causes of action based upon state law and would enable plan members to challenge coverage and benefits decisions in state and federal courts. Although both bills provided for independent review of decisions regarding medical care, the bills differed on the circumstances and procedures under which lawsuits could be brought against managed care organizations and the scope of their liability. Congress did not ultimately enact legislation based on the 2001 bills and adjourned in 2002 without reconciling the two bills. Similar bills were introduced in both houses of Congress in 2003. If patients’ bill of rights legislation is enacted into law, we could be subject to significant additional litigation risk and regulatory compliance costs, which could be costly to us and could have a significant adverse effect on our results of operations. Although we could attempt to mitigate our ultimate exposure to litigation and regulatory compliance costs through, among other things, increases in premiums, there can be no assurance that we would be able to mitigate or cover the costs stemming from litigation arising under patients’ bill of rights legislation or the other costs that we could incur in connection with complying with patients’ bill of rights legislation. LIQUIDITY AND CAPITAL RESOURCES

The Company believes that cash from operations, existing working capital, lines of credit and funds from any potential divestitures of business are adequate to fund existing obligations, introduce new products and services and continue to develop health care-related businesses. The Company regularly evaluates cash requirements for current operations and commitments, and for capital acquisitions and other strategic transactions. The Company may elect to raise additional funds for these purposes, either through additional debt or equity, the sale of investment securities or otherwise, as appropriate.

The Company’s investment objective is to maintain safety and preservation of principal by investing in high-quality, investment grade securities while maintaining liquidity in each portfolio sufficient to meet the Company’s cash flow requirements and attaining the highest total return on invested funds.

Government health care receivables are best estimates of payments that are ultimately collectible or payable. Since these amounts are subject to government audit, negotiation and appropriations, amounts ultimately collected may vary significantly from current estimates. Additionally, the timely collection of these receivables is also impacted by government audit and negotiation and could extend for periods beyond a year. Amounts receivable under government contracts were $135.6 million and $78.0 million as of September 30, 2003 and December 31, 2002, respectively.

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Operating Cash Flows

Net cash provided by operating activities was $199.8 million for the nine months ended September 30, 2003 as compared to $237.5 million for the same period in 2002. The decrease in operating cash flows of $37.7 million was primarily due to the following:

• Net decrease in cash flows from reserves for claims and other settlements of $47.5 million. This decrease reflects higher incurred claims payout and decreases in claims inventories,

• Net decrease in cash flows from other assets of $33.7 million, primarily due to the continued stabilization of the pharmacy rebate receivable level, that were previously collected in the nine months ended September 30, 2002, partially offset by

• Net increase in cash flows from amounts receivable/payable under government contracts of $17.1 million, primarily due to higher payables partially offset by increased risk sharing,

• Net increase of $6.4 million in cash flow from A/P and other liabilities due to the timing of payments and

Investing Activities

• Net increase in net income plus amortization, depreciation and other net non-cash charges including loss on settlement from

disposition of discontinued operations of $24.9 million.

Net cash used in investing activities was $73.0 million for the nine months ended September 30, 2003 as compared to $94.7 million for the same period in 2002. The increase in cash flow of $21.7 million is due to an increase in maturities of available for sale securities primarily driven by an increase in called or prepaid security holdings due to a decline in interest rates. Financing Activities

Net cash used in financing activities was $232.2 million for the nine months ended September 30, 2003 as compared to $225.3 million for the same period in 2002. Under our stock repurchase program, we repurchased 9,126,855 shares of our common stock for $257.6 million during the nine months ended September 30, 2003, compared to 3,162,300 shares for $74.2 million during the same period in 2002. We paid down the entire outstanding balance of our revolving credit facility as of December 31, 2002. Accordingly, the repayment of our credit facility decreased by $189 million, net of $50 million in borrowings, during the nine months ended September 30, 2003 as compared to the same period in 2002.

In April 2002, our Board of Directors authorized us to repurchase up to $250 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of the Company’s Class A Common Stock under our stock repurchase program. In August 2003, our Board of Directors authorized us to repurchase up to an additional $200 million (net of exercise proceeds and tax benefits from the exercise of employee stock options) of our Class A Common Stock under our stock repurchase program. Share repurchases are made under our stock repurchase program from time to time through open market purchases or through privately negotiated transactions. We use cash flows from operations to fund the share repurchases.

During 2002, we received approximately $49 million in cash and $18 million in tax benefits as a result of option exercises. During the nine months ended September 30, 2003, we received approximately $29 million in cash and recognized $9 million in tax benefits as a result of option exercises. For the three months ended December 31, 2003, we expect to receive approximately $28 million in cash and $15 million in tax benefits from estimated option exercises during the remainder of the year. As a result of the $67 million (in 2002), $38 million (in the first nine months ended September 30, 2003) and $43 million (estimated for the three months ended December 31, 2003) in realized and estimated benefits, our total authority under our stock repurchase program is estimated at $598 million based on the authorization we received from our Board of Directors to repurchase up to $450 million (net of exercise proceeds and tax benefits from the exercise of employee stock options). As of November 10, 2003, we repurchased 15,796,455 shares at an average price of $26.67 per share pursuant to our stock repurchase program.

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On April 12, 2001, we completed our offering of $400 million aggregate principal amount of 8.375 percent Senior Notes due in April 2011. The effective interest rate on the notes when all offering costs are taken into account and amortized over the term of the notes is 8.54 percent per annum. The net proceeds of $395.1 million from the Senior Notes were used to repay outstanding borrowings under our then-existing revolving credit facility. On October 4, 2001, we completed an exchange offer for the Senior Notes in which the outstanding Senior Notes were exchanged for an equal aggregate principal amount of new 8.375 percent Senior Notes due 2011 that have been registered under the Securities Act of 1933, as amended.

On June 28, 2001, we refinanced our previous $1.5 billion revolving credit facility with credit agreements for two new revolving syndicated credit facilities, with Bank of America, N.A. as administrative agent. The new facilities, providing for an aggregate of $700 million in borrowings, consist of a $175 million 364-day revolving credit facility and a $525 million five-year revolving credit and competitive advance facility. Committed loans under the credit facilities bear interest at a rate equal to either (1) the greater of the federal funds rate plus 0.5% and the applicable prime rate or (2) LIBOR plus a margin that depends on our senior unsecured credit rating. Loans obtained through the bidding process bear interest at a rate determined in the bidding process. Swingline loans under the five-year credit facility bear interest equal to, at our option, either a base rate plus a margin that depends on our senior unsecured credit rating or a rate quoted to us by the swingline lender. We pay fees on outstanding letters of credit and a facility fee, computed as a percentage of the lenders’ commitments under the credit facilities, which varies from 0.130% to 0.320% per annum for the 364-day credit facility and from 0.155% to 0.375% per annum for the five-year credit facility, depending on our senior unsecured credit rating.

The credit agreements contain negative covenants, including financial covenants, that impose restrictions on our operations. As of September 30, 2003, we were in compliance with the covenants of the credit facilities. Operating Leases and Other Commitments

We lease office space under various operating leases. In addition, we have entered into long-term service agreements with third parties. As of September 30, 2003, there are six years remaining on these service agreements with minimum future commitments totaling $46.0 million. These lease and service agreements are cancelable with substantial penalties.

Effective April 1, 2003, we entered into an amendment to modify an existing ten-year pharmacy benefit services agreement that we had entered into in February 1999 with an external third-party service provider (the “Pharmacy Benefit Services Agreement”). The amendment provides for the termination of certain service and performance provisions of the Pharmacy Benefit Services Agreement and the modification of certain other service and performance provisions of the Pharmacy Benefit Services Agreement. In consideration for the agreements set forth in the amendment, we paid approximately $11.5 million in May 2003 (the Amendment Payment) to the external third-party service provider. As part of the original set of transactions with this external third-party service provider, in which we sold our non-affiliate health plan pharmacy benefit management operations, we were issued a warrant to acquire 800,000 shares of common stock (as adjusted for stock splits) of the external third-party service provider. The external third-party service provider also agreed under the amendment to honor the original terms and conditions of the warrant agreement entered into as part of the consideration for the sale of our non-affiliate pharmacy benefit management operations to them in February 1999. Of the 800,000 shares for which the warrant is exercisable, 640,000 were vested as of April 1, 2003. In April 2003, we exercised the vested portion of the warrants. Following a 30-day holding period, we sold the underlying common stock for a gain of approximately $11.5 million. We recorded the Amendment Payment as well as the gain realized on the sale of the underlying common stock in G&A expenses in May 2003. The remaining 160,000 shares are scheduled to vest on April 1, 2004. Under the amendment, we may terminate the Pharmacy Benefit Services Agreement on April 1, 2004, subject to certain termination provisions.

In April 2003, we paid $2.9 million to this external third-party service provider for amounts previously accrued under another provision of the Pharmacy Benefit Services Agreement.

We also entered into a one-year consulting services agreement for $5 million with this external third-party service provider to provide us with consulting services on specialty pharmacy strategic planning, benefit design strategy and e-prescribing services. This consulting services agreement ends on March 31, 2004.

On September 2, 2003, we terminated the Pharmacy Benefit Services Agreement effective April 1, 2004. Concurrent with this termination, we entered into a new three-year agreement with this external third-party service provider for it to

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provide pharmacy claims processing services for all of our health plans beginning April 1, 2004. As a result of terminating the Pharmacy Benefit Services Agreement, on or about April 1, 2004 we shall pay a termination fee equal to the gain realized on the exercise and sale of the remaining 160,000 shares of common stock of the external third-party service provider scheduled to vest on April 1, 2004. We have estimated the termination fee at $5.8 million as of September 30, 2003, an amount equal to the fair value of the remaining 160,000 shares exercisable under the warrant agreement. We recorded the termination fee as well as the estimated fair value of the remaining shares exercisable under the warrant agreement in G&A expenses in September 2003. We may terminate the new pharmacy claims processing services agreement prior to April 1, 2007, subject to certain termination provisions which include a termination fee of $3.6 million.

On August 6, 2003, we entered into an amendment to modify an existing ten-year agreement for a nurse advice line and other related services, which we entered into in December 1998 with an external third-party service provider. The effective date of the amendment is April 1, 2003. The amendment changes the pricing schedule of this services agreement to a cost-per-call basis from the per member per month (PMPM) basis of the original agreement. The amendment also provides for the modification of the exclusivity provision under the original agreement. Under the terms of the amendment, exclusivity for the provision of nurse advice line and audio health information services is not granted to the external third-party service provider.

As of September 30, 2003, our future minimum commitments for operating leases and service agreements for the years ending December 31 are as follows (amounts in thousands):

Recent and Other Developments

2003 (excluding January—September) $ 16,1702004 64,2792005 43,7182006 40,5672007 28,431Thereafter 86,760

Total minimum commitments $279,925

Workers’ Compensation Settlement Agreement

On October 22, 2003, we entered into an agreement with SNTL Litigation Trust, successor-in-interest to Superior, to settle all outstanding claims under the Superior National Insurance Group, Inc v. Foundation Health Corporation, et. al. litigation. As described in Note 8 to the condensed consolidated financial statements, this litigation arose as a result of our disposition of our workers’ compensation segment. As part of the settlement agreement, we agreed to pay the SNTL Litigation Trust $137 million. As further described in Note 8 to the condensed consolidated financial statements, the settlement agreement is being revised in order to address the lawsuit by Cap Z.

In December 1997, we revised our strategy of maintaining a presence in the workers’ compensation insurance business, adopted a formal plan to discontinue and sell our workers’ compensation segment and accounted for this disposition as discontinued operations. On December 10, 1998, we completed the sale of our workers’ compensation segment. We have accounted for the settlement with SNTL Litigation Trust as discontinued operations on our condensed consolidated statements of operations for the three and nine months ended September 30, 2003. We have reported the settlement agreement as an $89 million loss on disposition of discontinued operations, net of a tax benefit of approximately $48 million. We have accrued $137.0 million in accounts payable and other liabilities on our condensed consolidated balance sheet as of September 30, 2003 for the settlement with the SNTL Litigation Trust. We expect to pay amounts due under the settlement agreement in the fourth quarter of 2003. We expect to fund the payment from proceeds from the sales of our dental, vision and employer services group subsidiaries and cash from operations. Any insurance recoveries of losses or costs incurred as a result of the settlement agreement shall be classified as discontinued operations consistent with the related losses during the period in which the realization of the recovery becomes probable and estimable.

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Sale of Dental and Vision Subsidiaries

On April 7, 2003, we announced the sale of our dental subsidiary to SafeGuard Health Enterprises, Inc. (SafeGuard). On June 30, 2003, we entered into definitive agreements with SafeGuard, under which SafeGuard will acquire our vision subsidiary and its California commercial membership. We will retain the Health Net Dental and Vision brands. In connection with the sale, we entered into a strategic relationship with SafeGuard under which we will offer Health Net branded (private labeled) dental HMO and dental PPO benefit products to our current and prospective members. The products will be underwritten and administered by SafeGuard Health Enterprises companies. We also entered into a similar strategic relationship with EyeMed Vision Care, LLC (EyeMed) focused on the expansion of market share and the delivery of competitive vision benefit products that will be sold in conjunction with our medical plans. The sales of our dental and vision subsidiaries closed on October 31, 2003. In connection with these sales, we received approximately $14.8 million in cash. See Note 5 to the condensed consolidated financial statements. Nurse Advice Line and Other Related Services Agreement

On August 6, 2003, we entered into an amendment to modify an existing ten-year agreement for a nurse advice line and other related services, which we entered into in December 1998 with an external third-party service provider. The effective date of the amendment is April 1, 2003. The amendment changes the pricing schedule of this services agreement to a cost-per-call basis from the per member per month (PMPM) basis of the original agreement. The amendment also provides for the modification of the exclusivity provision under the original agreement. Under the terms of the amendment, exclusivity for the provision of nurse advice line and audio health information services is not granted to the external third-party service provider. See Note 5 to the condensed consolidated financial statements. TRICARE Contracts

Our wholly-owned subsidiary, Health Net Federal Services, Inc. (Federal Services) (formerly known as Foundation Health Federal Services, Inc.), administers large, multi-year managed care federal contracts with the United States Department of Defense (DoD).

Federal Services currently administers health care contracts for DoD’s TRICARE program covering approximately 1.5 million eligible individuals under TRICARE. Through TRICARE, Federal Services provides eligible beneficiaries with improved access to care, lower out-of-pocket expenses and fewer claims forms. Federal Services currently administers three TRICARE contracts for five regions: • Region 11, covering Washington, Oregon and part of Idaho

• Region 6, covering Arkansas, Oklahoma, most of Texas, and most of Louisiana

On August 21, 2003, the DoD announced the award to us of a new TRICARE contract for the North Region, one of three

regional contracts. The North Region contract supports nearly 2.8 million participants, including 1.7 million TRICARE eligible and 1.1 million non-CHAMPUS eligible beneficiaries. Although all three awards are being protested by losing bidders (including the Company, which filed protests for the award of the West and South regions), we are proceeding, at government direction, with the transition to the new contract.

We will end the delivery of health care under our existing Region 11 contract on May 31, 2004, our existing Region 9, 10 and 12 contract on June 30, 2004, and our existing Region 6 contract on October 31, 2004. Assuming the award protest for the North region is unsuccessful, health care delivery will begin on the new North contract on July 1, 2004 for the area that was previously Regions 2 and 5 and September 1, 2004 for the area that was previously Region 1.

The transition out of the existing contracts and into the new contract, although having significant operational impacts, is not expected to have a material financial impact to the Company. Sale of Employer Services Group Subsidiary

• Regions 9, 10 and 12, covering California, Hawaii, Alaska and part of Arizona

On September 2, 2003, we announced the sale of our workers’ compensation services subsidiary, Health Net Employer Services, Inc., along with its subsidiaries Health Net Plus Managed Care Services, Inc. and Health Net CompAmerica, Inc., collectively known as our employer services group, to First Health Group Corp. (First Health). On September 2, 2003, we entered into a definitive agreement with First Health, under which First Health will acquire our

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employer services group. The agreement provides Health Net Employer Services customers with continued access to Health Net’s workers’ compensation provider network. The sale of our employer services group subsidiary closed on October 31, 2003. In connection with this sale, we received $79.5 million in cash. See Note 5 to the condensed consolidated financial statements. CRITICAL ACCOUNTING POLICIES

In our Annual Report on Form 10-K for the year ended December 31, 2002, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements. Those policies include revenue recognition, health care services, reserves for contingent liabilities, government contracts, goodwill and recoverability of long-lived assets and investments. We have not changed these policies from those previously disclosed in our Annual Report. STATUTORY CAPITAL REQUIREMENTS

Certain of the Company’s subsidiaries must comply with minimum capital and surplus requirements under applicable state laws and regulations, and must have adequate reserves for claims. We generally manage our aggregate regulated subsidiary capital against 300% of Risk Based Capital (RBC) Company Action Levels, although RBC standards are not yet applicable to all of our regulated subsidiaries. Certain subsidiaries must maintain ratios of current assets to current liabilities pursuant to certain government contracts. The Company believes it is in compliance with these contractual and regulatory requirements in all material respects.

As necessary, we make contributions to and issue standby letters of credit on behalf of our subsidiaries to meet risk-based capital or other statutory capital requirements under state laws and regulations. Our parent company contributed $15 million to one of its subsidiaries to meet risk-based capital or other statutory capital requirements under state laws and regulations during the nine months ended September 30, 2003. Our parent company did not make any other contributions during the nine months ended September 30, 2003 or thereafter through the date of the filing of this Form 10-Q.

Legislation has been or may be enacted in certain states in which the Company’s subsidiaries operate imposing substantially increased minimum capital and/or statutory deposit requirements for HMOs in such states. Such statutory deposits may only be drawn upon under limited circumstances relating to the protection of policyholders.

As a result of the above requirements and other regulatory requirements, certain subsidiaries are subject to restrictions on their ability to make dividend payments, loans or other transfers of cash to the Company. Such restrictions, unless amended or waived, limit the use of any cash generated by these subsidiaries to pay obligations of the Company. The maximum amount of dividends which can be paid by the insurance company subsidiaries to the Company without prior approval of the insurance departments is subject to restrictions relating to statutory surplus, statutory income and unassigned surplus. Management believes that as of September 30, 2003, all of the Company’s health plans and insurance subsidiaries met their respective regulatory requirements. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA)

The purposes of HIPAA are to (i) limit pre-existing condition exclusions applicable to individuals changing jobs or moving to individual coverage, (ii) guarantee the availability of health insurance for employees in the small group market, (iii) prevent the exclusion of individuals from coverage under group plans based on health status and (iv) establish national standards for the electronic exchange of health information. In December 2000, the Department of Health and Human Services (DHHS) promulgated regulations under HIPAA related to the privacy and security of electronically transmitted protected health information (PHI). The new regulations consisting of privacy regulations, transactions and codeset requirements and security regulations require health plans, clearinghouses and providers to (a) comply with various requirements and restrictions related to the use, storage and disclosure of PHI, (b) adopt rigorous internal procedures to protect PHI, (c) create policies related to the privacy of PHI and (d) enter into specific written agreements with business associates to whom PHI is disclosed. The regulations also establish significant criminal penalties and civil sanctions for non-compliance. Health Net completed the work required to be compliant with the HIPAA Privacy Regulations prior to the effective date of April 14, 2003. Further, Health Net was ready to send and receive compliant Transactions and Codesets prior to the effective date of October 16, 2003. The Security regulations have recently been made final and will not be enforced until approximately April 2005, and Health Net has created a security plan to ensure appropriate compliance prior to the effective date.

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We expect to spend approximately $7.6 million in 2003 and $3.0 million in 2004 on HIPAA related expenses. We will record these amounts in accordance with our current accounting policies. Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

On February 11, 2004, we announced that, due to improper recording of workers’ compensation liabilities, operating leases and certain other items, we would restate our consolidated financial statements for 2002 and 2001 and for the first three quarters of 2003. For a detailed description of the restatements, see Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2002 and Note 2 to our condensed consolidated financial statements contained in this Amended Quarterly Report on Form 10-Q/A. Our independent auditors, in connection with their audit of our 2003 financial statements, have noted certain matters involving our internal control and its operation in connection with the improper recording of workers’ compensation liabilities and operating leases in the periods affected by the restatements that they consider to be reportable conditions under standards established by the American Institute of Certified Public Accountants and have advised us that, in their judgment, the reportable conditions constitute a material weakness under such standards.

Even before we received this communication from our independent auditors, we had instituted changes to our disclosure controls and procedures and to our internal control over financial reporting to provide greater assurance that we have mitigated the control deficiencies that resulted in the restatement of our financial statements. Such changes include, among other things, changes in our operating and accounting procedures to, among other things, provide more detailed reviews of estimation procedures for worker’s compensation liabilities and account properly for operating leases and termination benefits. We had also commenced the process of defining and implementing other changes to enhance our internal control over financial reporting and to ensure that our disclosure controls and procedures are effective at the reasonable assurance level. For example, we are in the process of defining and implementing enhanced communication practices to ensure that persons outside the finance department are aware that they must notify the finance department of any contractual or other financial commitment involving Health Net so that the finance department can determine whether any such commitment could give rise to a financial reporting obligation. In addition, we have initiated a reorganization of our finance department, including the hiring of additional senior level personnel, which we expect to complete by mid-2004. We believe that the process we have undertaken to address the factors that gave rise to the restatements constitutes an appropriate response to the reportable conditions discussed above.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. In making this evaluation, we considered matters relating to the restatement of our consolidated financial statements for 2002 and 2001 and for the first three quarters of 2003, including the material weakness in our internal control over financial reporting. Our management, including our Chief Executive Officer and our Chief Financial Officer, believe that certain of the errors giving rise to restatement adjustments occurred because our control processes and procedures related to the matters underlying such adjustments were not effective during the periods in which the errors occurred. Our evaluation considered, among other things, the substantial process that was undertaken to ensure that all material adjustments necessary to correct the previously issued financial statements were recorded as part of the restatements, as well as the actions described above to enhance our internal control over financial reporting and our disclosure controls and procedures.

Based upon the evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that, except as described above, our disclosure controls and procedures were effective at the reasonable assurance level as of the end of such period.

There were not any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter ended September 30, 2003 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, as described above, in the first quarter of 2004, we instituted certain changes to our disclosure controls and procedures and to our internal control over financial reporting to provide greater assurance that we have mitigated the control deficiencies that resulted in the restatement of our financial statements.

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PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q/A:

(b) Reports on Form 8-K

10.1

Stock Purchase Agreement dated as of September 2, 2003 by and between Health Net, Inc. and First Health Group Corp. (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 1-12718) and incorporated herein by reference).

10.2

Amendment No. 1 to Stock Purchase Agreement dated as of October 31, 2003 by and between Health Net, Inc. and First Health Group Corp. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 1-12718) and incorporated herein by reference).

11.1

Statement relative to computation of per share earnings of the Company (included in Note 3 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q/A).

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

(1) Current Report on Form 8-K filed by the Company on August 6, 2003 furnishing under Item 12 thereof the Company’s August 4, 2003 press release reporting second quarter ended June 30, 2003 earnings and a transcript of the Company’s August 5, 2003 conference call relating thereto.

(2) Current Report on Form 8-K filed by the Company on August 22, 2003 pursuant to Item 5 thereof announcing certain developments relating to the Superior National Insurance Group, Inc. v. Foundation Health Corporation, et. al. litigation.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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HEALTH NET, INC. (REGISTRANT)

Date: March 15, 2004

By:

/s/ Jay M. Gellert

Jay M. Gellert President and Chief Executive Officer

(Principal Executive Officer)

Date: March 15, 2004 By: /s/ Marvin P. Rich

Marvin P. Rich

Executive Vice President, Finance and Operations

(Principal Accounting and Financial Officer)

Exhibit Index

48

10.1

Stock Purchase Agreement dated as of September 2, 2003 by and between Health Net, Inc. and First Health Group Corp. (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 1-12718) and incorporated herein by reference).

10.2

Amendment No. 1 to Stock Purchase Agreement dated as of October 31, 2003 by and between Health Net, Inc. and First Health Group Corp. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 1-12718) and incorporated herein by reference).

11.1

Statement relative to computation of per share earnings of the Company (included in Note 3 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q/A).

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

32

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jay M. Gellert, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Health Net, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2004

/s/ Jay M. Gellert

Jay M. GellertPresident and Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marvin P. Rich, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Health Net, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under

our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our

conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the

registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2004

/s/ Marvin P. Rich

Marvin P. Rich Executive Vice President, Finance and Operations

Exhibit 32

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q/A of Health Net, Inc. (the “Company”) for the quarterly period ended September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jay M. Gellert, as Chief Executive Officer of the Company, and Marvin P. Rich, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their respective knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jay M. Gellert

Jay M. Gellert Chief Executive Officer

March 15, 2004

/s/ Marvin P. Rich

Marvin P. RichChief Financial Officer

March 15, 2004